Terms
and Conditions
ELIGIBILITY
1. The "MicrosoftGroupEvents.com” partner Web site (the "Program") is only open to: (i)
organizations that are formally or informally associated with Microsoft
Corporation as an association, user group, special interest group, or other
organization that engage in meetings to discuss and promote the use of
Microsoft products and solutions. Each participant in the Program is referred
to as the “Participant”).
2. The Participant agrees to comply with all of the terms and conditions
contained in this agreement (the "Agreement")
PROGRAM ACCESS ACCOUNT
3. Microsoft Corporation (“Microsoft”) will provide the Participant with a user
name and password to access the Program.
4. The Participant shall not disclose his/her user name and password to any
other person or entity, and agrees to immediately notify Microsoft in the event
of any unauthorized disclosure of the same.
5. The Participant agrees to remain within the authorized capabilities of
his/her account. Microsoft will immediately terminate the Program account
privileges of any Participant who attempts to gain unauthorized access into
another person's corporate account or any restricted area of the Program
network.
PROGRAM
6. From time to time Microsoft will provide the Participant with various types
of Program collateral including seminar materials, customer kits, invitations
and product information (“Collateral”). The types of Collateral and the manner
in which they can be used by the Participant will be communicated to the Participant
on the Program web site located at MicrosoftGroupEvents.com.
After customers register for a Participant event on the MicrosoftGroupEvents.com,
the Program will send e-mail messages to event registrants to confirm event
registration, provide pre-event reminders, and provide post-event follow-up in
the form of either a “sorry we missed you” or “thanks for coming” message.
PARTICIPANT WARRANTIES
7. The Participant warrants that:
(a) The Participant’s access to the Program and use of the Collateral will not
violate any agreement of obligation between the Participant and a third party;
(b) Prior to distributing any Collateral to any customer on his/her customer
list, the Participant has obtained the customer’s consent and complied with all
applicable laws, to send such Collateral to the customer; and
(c) All collection, use and disclosure of any information about an identifiable
individual ("personal information") on his/her customer lists has
been performed in accordance with all applicable laws and regulations. In
particular, the Participant has only collected personal information with
customers’ prior knowledge and informed consent for those purposes which are
specifically identified and reasonable ("Identified Purposes"). All
of the Participant’s use of customers’ personal information has been in
accordance with Identified Purposes. The Participant has not disclosed any
customer’s personal information to any third party except as necessary to
perform the Identified Purposes or with the customer’s prior consent.
(d) The Participant will provide contact information for the purposes of
allowing customers to notify the Participant that they wish to withdraw their
consent to receive Collateral from the Participant and/or Microsoft and its
suppliers. Upon receiving such notice, the Participant will notify Microsoft
and its suppliers that no additional Collateral should be distributed to such
customer. The Participant agrees that it will not directly or indirectly
distribute any additional Collateral to customers that have provided notice of
their withdrawal of consent to the Participant and/or Microsoft and its
suppliers.
(e) The Participant
will provide a privacy statement for the co-branded event data collection page on
MicrosoftGroupEvents.com. The Participant’s privacy statement
will comply with industry-standard privacy guidelines and practices including,
without limitation, guidelines and practices recommended by the Better Business
Bureau Online (BBB Online), Online Privacy Alliance or TRUSTe.
PARTICIPANT OBLIGATIONS
8. The Participant’s use of the Program and distribution of Collateral will
comply with all applicable laws and regulations. Without limiting the
generality of the foregoing, the Participant agrees that all collection, use
and disclosure of personal information in association with the Program will be
in compliance with all applicable laws and regulations, including the specific
requirements outlined in Section 7.
9. The Participant agrees to follow all Microsoft policies, guidelines and
directives regarding the protection of privacy rights, as provided by
Microsoft, from time to time.
10. The Participant will not alter or attempt to alter the Collateral. In
respect of any seminar materials included in the Collateral, in presenting the
materials the Participant shall not substantially deviate from the content or
structure of the seminar. The Participant will not include, or incorporate
into, any additional offers, representations, warranties or guarantees of any
kind with the Collateral. Without limiting the generality of the foregoing, the
Participant agrees to not include any representations regarding product prices
in or with the Collateral.
INTELLECTUAL PROPERTY RIGHTS
11. Microsoft grants to the Participant a non-exclusive, revocable license to
use the Collateral solely for the purpose of promoting Microsoft’s products.
This Agreement does not grant the Participant any right, title, interest, or
license in or to any of Microsoft or Microsoft Corporation’s names, word marks,
logos, logotypes, trade dress, designs, or other trademarks. Participant shall
not make any modifications to any trademarks or logos of Microsoft included in
the material as provided by Microsoft.
PAYMENT TERMS
12. If applicable any rates chargeable by Microsoft or its suppliers for the
Program or the Collateral will be available on the Program web site and may be
updated by Microsoft from time to time. The Participant agrees to make full
payment for the Program or the Collateral in advance. Payment for the Program
must be made on the Program web site using an accepted credit card. Access to
the Program is subject to the authorization of the Participant’s credit card
payment.
NON-DISCLOSURE PROVISIONS
13. In consideration of Microsoft's grant of Program account privileges and the
Program, the Participant agrees that, at all times during his/her participation
in the Program and thereafter, the Participant expressly undertakes to retain
in strictest confidence and agrees not to use for any purpose other than
his/her business association with Microsoft, nor disclose to anyone outside of
Microsoft without the express written authorization of an officer of Microsoft,
any confidential or proprietary information of Microsoft, including but not
limited to:
(a) data, concepts, techniques, processes, designs, circuits, cost information,
computer programs, formulas, development or experimental work, work in
progress, and other technical know-how, financial, marketing and other business
information, or any other trade secrets of Microsoft disclosed to the
Participant by Microsoft or obtained by the Participant through observation or
examination of Microsoft operations, customers or suppliers, including the
identity of such customers or suppliers; and
(b) any information Microsoft has received from others that Microsoft is
obligated to treat as confidential or proprietary.
If the Participant has any questions as to what comprises such confidential or
proprietary information, the Participant agrees to consult with Microsoft. The
information protected by this paragraph includes all information and know-how
transmitted to the Participant by Microsoft that Microsoft has designated as
proprietary and/or confidential or that, by the nature of the circumstances
surrounding the disclosure, ought in good faith to be treated as proprietary
and/or confidential.
LIMITATION OF LIABILITY
14. Microsoft, Microsoft Corporation, and their affiliates, successors,
officers, directors, employees, and suppliers assume no responsibility for any
error, omission, interruption, deletion, defect, delay in operation or
transmission, communications line failure, theft or destruction to or
unauthorized alteration of the content form or any electronically transmitted
information in furtherance of the Program. Microsoft is not responsible for (i)
any problems or technical malfunctions of any telephone network or lines,
computer on-line systems, servers, or providers, computer equipment, software;
or, (ii) the failure of any e-mail to be received by Microsoft on account of technical
problems or traffic congestion on the Internet or at the Program web site.
15. Microsoft, Microsoft Corporation, and their affiliates, successors,
officers, directors, employees, and suppliers make no representation about the
suitability, reliability, availability, timeliness, and accuracy of the
Collateral for any purpose. All such content is provided "as is"
without warranty of any kind. Microsoft and/or its respective suppliers hereby
disclaim all warranties and conditions with regard to this content, including
all implied warranties and conditions of merchantable quality, fitness for a
particular purpose, title and non-infringement.
16. In no event shall Microsoft, Microsoft Corporation, or their affiliates,
successors, officers, directors, employees, or suppliers be liable for any
direct, indirect, punitive, incidental, special, consequential damages or any
damages whatsoever including, without limitation, damages for loss of use, data
or profits, arising out of or in any way connected with the use or performance
of the Program, with the delay or inability to use the Program, the provision
of or failure to provide the Program, or for any Collateral obtained through
the Program, or otherwise arising out of the use of the Program, whether based
on contract, tort, negligence, strict liability or otherwise, even if Microsoft
or any of its suppliers has been advised of the possibility of damages. If the
Participant is dissatisfied with any portion of the Program, or with any of
these terms and conditions, the Participant’s sole and exclusive remedy is to
discontinue using the Program.
INDEMNITY
17 The Participant agrees to indemnify, pay the defense costs of, and hold
Microsoft, Microsoft Corporation, and their affiliates, successors, officers,
directors, employees, and suppliers harmless from any and all actions, causes
of action, claims, demands, costs, liabilities, expenses and damages (including
legal fees) arising out of, or in connection with (i) the Participant’s use of
the Program, (ii) any claim or complaint relating to the violation of any
person’s privacy rights, or (iii) any other claim that, if true would
constitute a breach of the Participant’s warranties and/or obligations as set
forth in this Agreement.
TERMINATION
18. Microsoft reserves the right, in its sole discretion, to terminate the
Participant’s access to and use of the Program without cause upon ten (10)
business days written notice. In the event of a breach of the obligations under
Sections 7(b), 7(c), 8, 9, 10, 10, or 13, Microsoft shall have the right to
terminate the Participant’s access to and use of the Program immediately upon
written notice to the Participant.
19. Microsoft may vary or cancel the Program at any time, at its sole
discretion, upon reasonable notice which shall be posted on the Program web
site.
20. In the event of termination of this Agreement for any reason, Sections 11,
12, 13, 14, 15, 16, 17, 20, 21, 22, 23, 24, and 25 shall survive termination.
GENERAL
21. This Agreement is governed by the laws of the State of Washington
and the laws of the United States
applicable therein, and the Participant consents to the exclusive jurisdiction
of the State of Washington Courts or the
Federal Court of the United
States. The Participant agrees that no joint
venture, partnership, employment, or agency relationship exists between the
Participant and Microsoft as a result of this Agreement or use of the Program.
22. Microsoft may assign this Agreement, in whole or in part, at any time.
Microsoft's performance of this Agreement is subject to existing laws and legal
process, and nothing contained in this Agreement is in derogation of
Microsoft's right to comply with governmental, court and law enforcement
requests or requirements relating to the Participant’s use of the Program or
information provided to or gathered by Microsoft with respect to such use.
23. If any part of this Agreement is determined to be invalid or unenforceable
pursuant to applicable law including, but not limited to, the warranty
disclaimers and liability limitations set forth above, then the invalid or
unenforceable provision will be deemed superseded by a valid, enforceable
provision that most closely matches the intent of the original provision and
the remainder of this Agreement shall continue in effect.
24. This Agreement constitutes the entire agreement between the Participant and
Microsoft with respect to the Program and such Agreement supersedes all prior
or contemporaneous communications and proposals, whether electronic, oral or
written, between the Participant and Microsoft with respect to the Program. A
printed version of this Agreement and of any notices given in electronic form
shall be admissible in judicial or administrative proceedings based upon or
relating to this Agreement to the same extent and subject to the same
conditions as other business documents and records originally generated and
maintained in printed form.