Microsoft Tag Service and Tag Creation API Agreement
Updated April 2013
Thank you for choosing Microsoft Tag!
Please read these terms carefully. These terms are a legally binding contract (“Agreement”) between you and Microsoft Corporation ("Microsoft," "we," "us," or "our"). The Agreement governs your use of the Microsoft Tag services defined below. By using or accessing the services, you confirm that you agree to the terms of the Agreement. If you do not agree, you may not use the services.
Basic Features means the following features of the Service:
Create individual Tags in the following formats (examples are provided below in Section 21): color or black and white Tags made of clusters of triangles, and custom Tags that use clusters of dots overlaid on an image chosen by the Tag creator;
Establish navigation from a Tag to the following Content that is controlled by you: URL, contact information, phone number, and text strings;
Generate and export graphical digital files of the Tags;
Use the Creation API to access the Tag-related features listed above in this definition;
Identify each unique device used to scan your Tag which navigates to a URL as its Content; and
View limited online reports showing only the total number of scans for each Tag.
Content means data provided and controlled by you and delivered to end users when a Marker is scanned, or the Markers are used, such as a URL, contact information, phone number, text strings, or other content and data that the Service may support in the future.
Creation API means the creation application programming interface that enables you to create and manage Markers programmatically, and write applications to create and manage Markers. The Tag Creation API may not support all types of Markers or the features of the Service.
Markers means (a) Tags, (b) NFC (near field communications) chips from NFC-enabled phones (such as Android operating systems phones) (c) QR (quick response) codes and (d) any other recognition technology supported by the Service.
Principal means a third party that both has authorized you as their agent to use the Service on their behalf, and meets the requirements of this Agreement.
Reader means any application that scans Markers, reads the encoded data, and provides Content to end users. Readers may be Microsoft products, or third party products developed with the Microsoft Tag Scanning SDK.
Scan Data means information related to the scanning of your Markers (Markers created by you) captured from or provided by the Service. Scan Data may include information such as the time and approximate location of a scan. Only Scan Data about your Markers is available to you through the Service; you cannot access Scan Data about other customer’s Markers. Scan Data may be accessed through the Service in different ways, such as the Marker resolution service, online reports and heat maps, and the Scan Data API. Scan Data may vary between the types of Markers.
Scan Data API means the application programming interface that enables you to access and download Scan Data.
Service means the Microsoft service called Microsoft Tag and provided by us directly (not by a third party) that includes the Basic Features, Creation API, Scan Data API, Scan Data, Marker creation, delivery of Tag Content, distribution of Readers, and all other Microsoft Tag features and functionalities that we may, in our sole discretion, provide from time to time as part of the Microsoft Tag service.
Tag means a Microsoft proprietary 2D barcode that is created by Microsoft, contains encoded data, and is in the following formats: color or black and white Tags made of clusters of triangles, custom Tags that use clusters of dots overlaid on an image chosen by the Tag creator, and any other format of Tags provided as part of the Service.
Tag Service means that part of the Service that creates, manages, and scans Tags (as opposed to other Markers).
User means an end user that uses a Reader to scan Markers.
2. AVAILABILITY OF SERVICE; CHANGES TO THE AGREEMENT AND SERVICE
2.1 We will use commercially reasonable efforts to (a) make the Basic Features available until at least January 1, 2015; (b) provide at least two years prior notice before we terminate the Basic Features or the entire Tag Service; and (c) provide the Basic Features as part of the Tag Service for as long as we operate the Tag Service generally. In addition, we will never require a fee to use the Basic Features as part of the Tag Service for as long as we operate the Tag Service generally.
This Section 2.1 does not limit our ability to charge for existing or new features that are not Basic Features, nor to terminate or change the non-Basic Feature portions of the general Service in our discretion at any time in accordance this Agreement.
To help demonstrate our meaning, here is an example: if we provide notice of termination of the Tag Service generally on November 30, 2013, then we may immediately terminate any and all features of the Service except for the Basic Features, and we may terminate the Basic Features two years later on November 30, 2015.
2.2 The commitments in Section 2.1 apply only to the Basic Features of Microsoft Tag, and do not apply to any feature or functionality not explicitly listed in the Basic Features, nor any new feature or functionality. The commitments in Section 2.1 and this Agreement do not obligate us to update or release new versions of the Service or Reader, distribute a Reader for any particular platforms, or provide support to you or end users. The commitments in Section 2.1 do not apply to any new or different Microsoft product, technology or service, even if they provide similar functionality or use similar technology. The commitments in Section 2.1 are not a SLA guarantee that the Service will not be interrupted for periods of time due to technical issues. This Agreement including the commitments in Section 2.1 do not provide you with any implied patent rights to any patent owned or controlled by us. The functionality defined in the Basic Features may not be supported on certain mobile devices (e.g., some mobile devices do not support Markers with the contact information in Content).
As long as the changes do not break our commitments to you in Section 2.1, we may change the Service and the terms of this Agreement at any time and for any reason, including without limit: remove, modify and add features; make changes that cause existing Markers or any parts of the Service to stop working, and subject features to different or additional terms and conditions. We may also require fees for any new features and previously free features that are not Basic Features.
If we change this Agreement or make significant changes to the Service, then we will notify you before the changes take effect. We may give this notice by posting it on the Service or by any other reasonable means. If you do not agree to these changes, then you must stop using the Service. Your continued use of the Service following notice will be deemed to be your acceptance of the changes. We will not be liable for any costs that you incur, or for lost profits or damages of any kind, related to any such changes. The rights to change the Service and the terms of this Agreement in this Section 2 are in addition to our other rights in this Agreement and under law.
3. SERVICE USE CONDITIONS AND LIMITATIONS
Your use of the Service and Markers under this Agreement are subject to the following conditions and limitations:
Subject to your compliance with the terms of this Agreement, we grant to you a non-exclusive, personal, revocable, limited license 1) to print, otherwise display, and distribute Markers on your or your Principals’ products, documentation, advertisements, marketing materials, and other printed or digitally displayed content (“Your Materials”) in order for Users to scan Markers on such materials; 2) to use the Scan Data solely in accordance with section 6.3; and 3) to use the Service solely in accordance with the terms and conditions of this Agreement. Except as specifically permitted by this Agreement, you may not modify, copy, distribute, transmit, display, reverse engineer, perform, reproduce, publish, license, create derivative works from, transfer, or sell any Markers, Scan Data, information, software, products or services obtained from the Service.
Once used, Markers should not be re-used for another purpose, campaign, or product. We may reclaim Markers that are not placed in use 6 months from the Marker’s creation date.
- You may print and disseminate a Marker on Your Materials, provided that you must comply with the implementation guidelines available on the Tag service website (http://download.microsoft.com/download/5/0/D/50D99853-86FF-4F18-BBCB-7A44B617AC51/Tag_Implementation_Guide.pdf), which may be updated by us from time to time; the guidelines include but are not limited to the following:
You must provide our then current download service (currently designated as http://gettag.mobi) as the method for users to get the Tag-branded Reader;
You must print or display the Marker and whitespace exactly as rendered by the Service, without obscuring or reducing the size of the whitespace; and
You must publish or disseminate Content reasonably related to the context in which the Marker is published or printed. By way of example, and not as limitation, the Content associated with a Marker printed on a movie poster should reasonably relate to the movie or some aspect of the movie.
If there is a conflict between the implementation guidelines and this Agreement, the terms of this Agreement will govern.
We may institute limits on the number of Markers that can be created. These limits will only apply to Markers created after such limit is instituted. Provided that such Markers were not created in violation of any applicable agreements, terms, or associated conditions governing the creation of Markers, Markers created before the institution of such limit will not count toward the limit.
All information that you provide to us in creating your Marker must be true, accurate and complete.
We may use technology or other means to protect the Service, protect our customers, or stop you from breaching this Agreement. These means may include, for example, filtering to stop spam or increase security. These means may hinder or break your use of the Service. You may not work around or attempt to thwart or disable any of these technical or other means. We also may, in our sole discretion, limit the rate at which the Service or any subset of it may be called and the number of Markers that can be created ("Throttling"). We may perform this Throttling globally across the Service, per User, per each user of the Service, or on any other basis, per the Markers, and including applying it to the Basic Features. You will not take steps to circumvent any technical measures we may put in place to enforce Throttling.
4. OTHER TERMS RELATING TO YOUR USE OF THE SERVICE, AND PROVISION OF CONTENT
4.1 In using the Service, you will comply with any codes of conduct, implementation guidelines or other notices of rules for the Service that we provide, including those set forth in our anti-spam policy, available at http://go.microsoft.com/fwlink/?LinkId=117951, or our Microsoft Code of Conduct, available at http://help.live.com/help.aspx?project=tou&mkt=en-us. Specifically, you agree that you will not:
- Abuse or misuse the Service;
- Rebrand any of the Service (including Markers);
- Promote any of your products or services in association with the Service (including Markers) in a way which would confuse anyone about our ownership of the Service or Microsoft Tag technology;
- Defame, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy, data protection, and publicity) of Microsoft or others;
- Include in the Content or Your Materials, or provide a link to any web site or other material that contains, any inappropriate, 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 Content, unless you have permission to do so;
- Use any material or information in Content that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party (including rights of privacy or publicity) in any manner;
- Violate any applicable laws, rules, or regulations in your use of the Service or the sale and distribution of Your Materials;
- Use any automated means, including, without limitation, agents, robots, scripts or spiders, to access your Account (as defined below), to monitor or copy any the Service or the content contained therein, or bypass our tools or services to interfere or attempt to interfere with the proper working of the Service, or authorize or instruct any third party to do so;
- Take any action that imposes an unreasonably or disproportionately large burden on the Service; such burden being determined in our discretion;
- Use the Service in a way that harms us or our affiliates or suppliers (collectively, the “Microsoft parties”);
- Use any portion of the Service or any web site that displays or performs content from the Service, as a destination linked from any unsolicited bulk messages or unsolicited commercial messages (“spam”);
- Damage, disable, overburden, or impair the Service (or the networks connected to it), or interfere with anyone’s use and enjoyment of the Service;
- Sell, lease, sublicense or otherwise transfer your Account;
- Attempt, through hacking, password mining or any other means, to gain unauthorized access to the Service, other accounts, computer systems or networks connected to any Microsoft server or to the Service; and
- Obtain or attempt to obtain, through the Service, any materials or information through any means not intentionally made available through the Service.
4.2 Your Dealings with Others. With respect to your use of the Service on behalf of your Principals, you are responsible for any acts or omissions of your Principals in using the Service, including any acts or omissions that would otherwise be a breach of this Agreement. You will ensure that your Principals agree to abide by all terms and conditions of this Agreement that apply to you. We do not validate or control your Content nor take any responsibility for it. We may screen the Content in our sole discretion. We do not claim ownership of the Content nor any other materials you provide to us. By providing and specifying your Content, you are granting us, our affiliated companies and necessary sub-licensees, permission to use and display your Content and your Principal’s Content (including any logos, trademarks or service marks) in order to provide the Service to you and your Principals, including the right to transmit the Content to Users who scan a Marker associated with the Content. You are solely responsible and liable for your Content, and we have no obligation or liability with respect to such Content. We assume no responsibility for any costs incurred by users related to the delivery of Content.
Any relationship between you and a third party (including any Principal and User) in connection with any Marker or otherwise in connection with the Service is between you and such third party directly and not with us. If you assert a claim that relates to or implicates your relationship with a third party, you must only assert such claim against the third party, and you will not assert any such claim against us. You are solely responsible for your dealings with any third party, including:
- delivery of and payment for goods and services;
- processing and verifying orders, payments and other transactions;
- customer support related to orders or transactions (e.g., lost orders, billing disputes, payments, etc.);
- determining, collecting and remitting to the appropriate authority all taxes (if any) arising from or related to such orders or transactions; and
- the purchase and use by you or the third party of any third-party products and services.
You represent and warrant that:
- the products and services you advertise, sell, and distribute are legal for sale and distribution and do not violate this Agreement;
- you have all licenses necessary to sell, distribute and advertise the goods and services you offer; and
- all sales and advertisements will comply with applicable law.
4.3 We reserve the right at all times to edit, refuse to post or to remove any information or materials or content, including any Content, in whole or in part, in our sole discretion. We reserve the right, in our sole discretion, to determine whether your use of the Service is in accordance with the terms of this Agreement. By using the Service, you acknowledge that we have the right to list you on a list of customers using the Service.
4.4 Readers may promote your Markers and Content in a part of the Tag-Branded Reader application called “Featured Tags.” Featured Tags will promote Markers that we choose in our sole discretion. If Users select Featured Tags in the Tag-Branded Readers, the Reader will provide the Content for the Featured Tags, as if the Users had scanned the Featured Tags. You agree that, in order to identify and describe your Featured Tags in a Reader, we may:
- display the Marker title you associated with your Markers,
- display the thumbnail image you uploaded to the Service to be associated with your Markers, or display other images selected by us with your Marker (either a generic image related to your Content or a generic Tag barcode image), and
- provide additional relevant information to describe your Content.
5. RESERVATION OF RIGHTS
Microsoft and its suppliers retain all right, title, and interest in and to the Service and the Tag technology and all intellectual property rights in them. Subject to the following, this Agreement does not grant you any rights in any Microsoft logo, trademark or service mark. Except as permitted in the implementation guidelines, you will not (i) use any logo, trademark, slogans, service mark or any other trade symbols of Microsoft for any purpose or (ii) associate yourself, your company, or any of your products with Microsoft, without the prior written approval of Microsoft. You will not claim or imply any sponsorship or endorsement of your products or services by Microsoft.
6. PRIVACY AND PROTECTION OF PERSONAL INFORMATION
6.1 We may make aggregated, anonomized data from your use of the Service available to third parties in summary analytics, without identifying you. See the Privacy Statement and Windows Live ID Privacy Supplement for additional disclosures relating to the collection and use of your information. All access to and use of the Service is subject to the data practices set forth in the privacy terms in the statement above and this Agreement. In particular, we may access or disclose information about you or your Principals, including the content of your or your Principals’ communications, in order to: (a) comply with the law or respond to lawful requests or legal process; (b) protect the rights or property of us or our customers, including the enforcement of our agreements or policies governing your use of the Service; or (c) act on a good faith belief that such access or disclosure is necessary to protect the personal safety of our employees, customers or the public. Access to and disclosure of the information described in the preceding sentence is at our sole and complete discretion.
6.2 Information that is collected by or sent to us in connection with this Agreement, the use of the Service may be stored and processed in the United States or any other country in which we or our affiliates, subsidiaries, or service providers maintain facilities. We abide by the safe harbor framework as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of data from the European Union, the European Economic Area, and Switzerland
6.3 You are responsible for providing your Principals with notice of our privacy practices applicable to the Service. You must not use Scan Data to re-identify any User to their personally identifiable information without their consent. Your use of the Users’ personally identifiable information (including without limit information in or derived from the Scan Data, names, email addresses, and telephone numbers) must be limited by the scope of the consent you receive from the Users. Your use of such data must also comply with all applicable laws and regulations.
7. MEMBER ACCOUNT, PASSWORD, AND SECURITY
If you give feedback about the Service, you give to us, 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 us 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 this Agreement.
9.1 You warrant and represent that any and all information that you provide to us in signing up for an Account and using the Service, including signing up for a Windows LiveID, is truthful, accurate, and in compliance with the terms of this Agreement. You warrant, represent, and covenant to us that: 1) the Content is accurate, complete and current, and you are fully authorized to provide the Content and to authorize us to provide the Content to Users; and 2) the Content, and any website linked to it from your 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. You will not make any warranties about the Service to Principals, end users, or any other party.
9.2 We provide the Service "as is, "with all faults," and "as available." We don't guarantee the accuracy or timeliness of information available from the Service. You acknowledge that computer and telecommunications systems are not fault-free and occasional periods of downtime occur. We do not guarantee the Service will be uninterrupted, timely, secure, or error-free, or that data loss will not occur. Content posted at the Service may be accessed by scanning a Tag or by navigating directly to a URL (the same as any public-facing web page). When posting Content, please keep in mind that Content is or may become public. We and our affiliates, resellers, distributors, and vendors give no express warranties, guarantees, or conditions. We exclude any implied warranties, including for merchantability, satisfactory quality, fitness for a particular purpose, workmanlike effort, and non-infringement. You may have certain rights under your local law. Nothing in this Agreement is intended to affect those rights, if they are applicable.
We are not obligated to provide support for the Service.
At our request, you will defend, hold harmless, and indemnify us and our 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 Content, your use of the Service, the Markers you created, your Materials, your violation of laws or applicable regulations in the use of the Markers (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 Content or Your Materials (e.g., product liability Claims). You will be solely responsible for defending any claim using mutually-agreed counsel, subject to our right to participate with counsel it selects, and you will not publicize any claim or agree to any settlement that imposes any obligation or liability on us (or our directors, officers, affiliates, and agents) without our prior written consent, which consent is given in our sole discretion.
12. LIMITATIONS OF LIABILITY
You and your Principals collectively can recover from us and our affiliates only direct damages up to the greater of (a) $5.00 US, or (b) an amount equal to the fees you have paid to us for the Service for the month preceding your claim against us. You and your Principals cannot recover any other damages, including consequential, lost profits, special, indirect, incidental or punitive damages.
The limitations and exclusions apply to any claims made by you or your Principals against us and our affiliates that are related to this Agreement, including but not limited to claims regarding:
The limitations and exclusions also apply if this remedy does not fully compensate you or your Principals for any losses or fails of its essential purpose or if we knew or should have known about the possibility of the damages.
Some or all of these limitations or exclusions may not apply to you or your Principals if your state, province, or country does not allow the exclusion or limitation of incidental, consequential, or other damages.
13. TERM AND TERMINATION
13.1 The Term of this Agreement is from the date that you accept this Agreement until it is terminated, as described below.
13.2 You may terminate this Agreement by ceasing to use the Service and the Markers you created. If you are dissatisfied with the Service, your sole and exclusive remedy is to cease use of the Service.
13.3 As long as we do not break our commitments to you in Section 2.1, we may terminate this Agreement, the Service or any part of the Service, or may cancel or suspend your right to use any Markers, the Service, or any part of the Service for any reason and at any time.
13.4 We may cancel this Agreement, and may cancel or suspend your right to use any Markers or the Service if you breach any term of this Agreement. Upon such cancellation or suspension, your rights to use Markers and the Service terminate immediately. We may terminate any or all of the Service or any functionalities relating to existing Markers, without any obligation to continue the Service for reason of (a) law or regulation; (b) an event of force majeure; (c) actual or threatened court action; or (d) your breach of this Agreement. Termination of the Service (including without limit the Basic Features) pursuant to this Section 13.4 is not a violation of our commitments in Section 2.1 and is in addition to any other rights we have in this Agreement and under law.
13.5 In any event of any termination, cancellation or suspension, any data you have stored on the Service may not be retrieved later. We will not be liable to you for damages resulting solely from terminating this Agreement or Service according to its terms. All terms of this Agreement that, by their nature, are intended to survive termination will survive (including those sections entitled “WARRANTIES” and “LIMITATION OF LIABILITY”).
13.6 If Microsoft provides notice that the Service will be discontinued or terminated, and if you are engaged in the sale of consumer products or services whose functionality or usage is dependent in any substantial part upon information accessed by using the Service (i.e., not simply used to deliver marketing information), from the date of notice forward, you will assure that any customer purchasing that product or service is informed prior to purchase that the Service will be terminated as of the applicable date.
14.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. All other claims, including claims regarding consumer protection laws, unfair competition laws, and in tort, will be subject to the laws of your state of residence in the United States, or, if you live outside the United States, the laws of the country to which we direct your service. You and we irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in King County, Washington, USA, for all disputes arising out of or relating to this Agreement.
15.1 We may provide any notices under this Agreement to the e-mail address associated with your Windows LiveID account or by posting to any portion of the Service web site. This Agreement is in electronic form. We have the right to send you certain additional information. There may be other information regarding the Service that the law requires us to send you. We may send you this information in electronic form. You have the right to withdraw this consent, but if you do, we may cancel your use of the Service.
15.2 Notices provided to you via e-mail will be deemed given and received on the transmission date of the e-mail. Notices provided to you via the Service web site will be deemed given and received on the posting date of the notice. As long as you use the Service, you will ensure that you have the necessary software and hardware to receive these notices. If you do not consent to receive any notices electronically, you must stop using the Service.
15.3 Notices to us must be sent in writing to Microsoft Corporation, Mail Slot: Microsoft Tag, One Microsoft Way, Redmond, WA 98052, with another copy to Microsoft Law and Corporate Affairs, Attention: LCA for Microsoft Tag, One Microsoft Way, Redmond, WA 98052. We do not accept email notices. Notices regarding claims of copyright infringement should be sent pursuant to Section 15.4 below.
15.4 Notices and Procedure for Making Claims of Copyright Infringement. Under Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to service provider's designated agent. ALL INQUIRIES NOT RELEVANT TO THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE. See Notice and Procedure for Making Claims of Copyright Infringement at http://www.microsoft.com/info/cpyrtInfrg.htm.
16.INTERPRETING THE AGREEMENT
All parts of this Agreement apply to the maximum extent permitted by law. If any term of this Agreement is unenforceable, the remainder will be fully enforced to effect the parties' intent. This Agreement will be interpreted according to the plain meaning of its terms without any presumption that it should be construed to favor either party. The section titles in the Agreement do not limit the other terms of this Agreement. This Agreement supersedes any verbal or written statements regarding your use of the Service.
We may assign this Agreement, in whole or in part, at any time with or without notice to you. You may not assign this Agreement, or any part of it, to any other person without our prior written consent, which will not be unreasonably withheld. Any attempt by you to do so is void. You may not transfer to anyone else, either temporarily or permanently, any rights to use the Service.
18.THIRD PARTY BENEFICIARIES
This Agreement is solely for your and our benefit. This Agreement is not for the benefit of any other person, except for permitted successors and assigns under this Agreement. Notwithstanding the foregoing, you agree that Microsoft Corporation and its affiliates are intended third party beneficiaries of the provisions of this Agreement which extend between you and your Principals, and that Microsoft or any of its affiliates is entitled in its own right to require the due performance or enforcement those certain provisions.
19.CLAIMS MUST BE FILED WITHIN ONE YEAR
Any claim related to this Agreement or the Service may not be brought unless brought within one year. The one-year period begins on the date when the claim first could be filed. If it is not filed, then that claim is permanently barred. This applies to you, your successors and your Principals. It also applies to us and our successors and assigns.
The Service is subject to United States export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the Service. These laws include restrictions on destinations, end-users, and end use. Additional information is provided at http://www.microsoft.com/exporting.
21.TAGS SUPPORTED BY BASIC FEATURES
Example of a color Tag made of clusters of triangles:
Example of a black and white Tag made of clusters of triangles:
Example of a custom Tag that use clusters of dots overlaid on an image chosen by the Tag creator:
22. BETA PROGRAM TERMS