MICROSOFT SOFTWARE LICENSE TERMS
VISUAL STUDIO 2005 SOFTWARE DEVELOPMENT KIT
This is an agreement between Microsoft Corporation (or based on where you are based, one of its affiliates) (“we” or “us”) and you. Please read it. It applies to the software development kit named above (the “Software”), which includes the media on which you received it, if any. It also applies to any updates, supplements, Internet-based services, and support services we provide for the Software, unless other terms accompany those items. If so, those terms apply.
By using the Software, you accept this agreement. If you do not accept this agreement, do not use the Software.
If you comply with this agreement, you have the rights described below.
1. Definitions.
1.1 “Eligible Products” means your software development tools or products that work in conjunction with Visual Studio.
1.2 “Integration Code” means the code you develop, using the Software, to integrate Eligible Products with Visual Studio.
1.3 “Microsoft Platforms” means any current and future Microsoft operating system products, Microsoft run-time technologies (such as the .NET Framework), and Microsoft application platforms (such as Microsoft® Office or Microsoft® Dynamics) that we offer.
1.4 “Visual Studio” means the Microsoft® Visual Studio® family of products, Team Foundation Server and Microsoft Document Explorer that we offer.
2. INSTALLATION AND USE RIGHTS.
2.1 General. You may install and use copies of the Software to design, develop, and test Integration Code and Eligible Products.
2.2 Pre-Release Code. The Software may include pre-release code. The license terms with the pre-release code apply to your use of it. Please refer to the PRERELEASE.TXT file to determine the applicable license terms for the pre-release code.
2.3 Third Party Materials. The Software may include third party programs or materials. The license terms with those programs or materials apply to your use of them, and we are not liable for them.
3. DISTRIBUTION RIGHTS AND REQUIREMENTS.
3.1 Eligible Product Rights. The Software contains the following items (“Distributable Code”) that you may distribute in conjunction with Eligible Products if you comply with Sections 3.3 and 3.4:
· REDIST.TXT Files. You may copy and distribute the object code form of code listed in REDIST.TXT files.
· Sample Code. You may modify, copy, and distribute in source and object code form, any source code in the Software.
· Images. You may copy and distribute images and animations as described in the Software documentation. You may also modify that content. If you modify the content, it must be for use that is consistent with the permitted use of the unmodified content.
If, however, some of the items above are pre-release code, then the license terms with the pre-release code, and not the above rights or the rights in Section 4, will apply to them.
3.2 Community Rights. You may also distribute separately from your Eligible Products the Integration Code, sample code, and excerpts from documentation in the Software (“Excerpts”) if you comply with Section 3.3.
3.3 General Restrictions.
· Pass-Thru Terms. You will require distributors and external end users of Distributable Code and Excerpts to agree to terms that protect such items at least as much as this agreement.
· Legal Notices; Modifications. You will not alter any copyright, trademark, patent, or other legal notice or disclaimer in the Distributable Code or Excerpts. If you modify any Distributable Code, then you will clearly identify your modification and that it comes from you so as to eliminate confusion for the end user. If you distribute any Excerpt, you will clearly identify that it is an excerpt and that the Software is the source of such Excerpt.
· Microsoft Platforms. You will not distribute the Distributable Code to run on a platform other than a Microsoft Platform.
· Malware. You will not include Distributable Code in malicious, deceptive, or unlawful programs.
· Limits on Extensions. You will not use or enable others to use the Distributable Code or other parts of the Software to develop extensions for Visual Studio that (a) allow development of other extensions to Visual Studio without the Software; or (b) circumvent Microsoft’s mechanism to integrate your Eligible Product with Visual Studio, such as the PLK requirement referenced in Section 7.2.
· Excluded Licenses. You will not modify or distribute the source code of any Distributable Code so that any part of it becomes subject to an Excluded License. An “Excluded License” is one that requires, as a condition of use, modification, or distribution, that (a) the code be disclosed or distributed in source code form; or (b) others have the right to modify it.
3.4 Eligible Product Restrictions.
· Product Information. When technically possible, you will insert your relevant product information into the Visual Studio Help About Box, including your name, Eligible Product name and version, and customer support information. In addition, if the Eligible Product includes any revised or additional help content for Visual Studio, you will clearly identify that revised or additional content as yours.
· Copyright Notices. You will display your valid copyright notice on Eligible Products (and Integration Code if distributed separately).
· Our Trademarks. You will not use Microsoft trademarks in Eligible Products’ names or in a way that suggests Eligible Products come from or are endorsed by Microsoft. You may, however, refer to Microsoft products or services in accordance with our trademark guidelines, currently located at http://www.microsoft.com/about/legal/intellectualproperty/trademarks/default.mspx.
· Commercial Requirements. If you distribute your Eligible Products for a fee or other consideration, then:
o Eligible Products must comply with the Visual Studio User Experience Guidelines referenced in the Software;
o Eligible Products must pass the test suite (manual test scripts) provided in the Software;
o You will test and clean all your copies of Eligible Products, using the best commercially available (in your reasonable judgment) antivirus and antispyware software, before you distribute Distributable Code in conjunction with the Eligible Products; and
o You will ensure that the copies of Distributable Code and Excerpts you distribute are identical to the copies included in the Software. If we notify you that we are dissatisfied with the quality of your copies, you will promptly correct the deficiencies.
4. SUBLICENSE RIGHTS. You may permit (a) independent contractors to install and use copies of the Software to help you design, develop, or test Eligible Products or Integration Code; (b) distributors to copy and distribute the Distributable Code as part of Eligible Products and to copy and distribute Excerpts together with Integration Code; and (c) end users of Eligible Products to use any Distributable Code provided to them in accordance with this agreement. However, your contractors and distributors must comply with all terms applicable to you, and you will be jointly and severally responsible for breach of any such terms by your contractors or distributors.
5. INTERNET-BASED SERVICES. We provide Internet-based services with the Software. We may change or cancel them at any time. You may not use this service in any way that could harm it or impair anyone else’s use of it. You may not use the service to try to gain unauthorized access to any service, data, account or network by any means.
6. Scope of License. The Software is licensed, not sold. This agreement only gives you some rights to the Software. We reserve all other rights. Unless applicable law gives you more rights despite this limitation, you may use the Software only as expressly permitted herein. In doing so, you must comply with any technical limitations in the Software that only allow you to use it in certain ways. You may not:
· reverse engineer, decompile, or disassemble the Software, except and only to the extent that applicable law expressly permits, despite this limitation;
· work around any technical limitations in the Software;
· publish the Software for others to copy (except as permitted in Section 3);
· rent, lease, or lend the Software; or
· transfer the Software to any third party (except as permitted in Section 3).
The patent rights, if any, granted hereunder only apply to the Software, and do NOT extend to any component or file not included in the Software (such as modifications or derivative works of the Software, other software or technology needed to use the Software, or combinations of the Software with other software or hardware).
7. Other Software Terms.
7.1 Support. Because we provide the Software “as is,” we may not provide support services for it. You, however, will be responsible for providing support for Eligible Products.
7.2 Package Load Keys. If your Eligible Product uses a Visual Studio application programming interface described in the Software documentation, then you must obtain a “package load key” (“PLK”) from us for each Eligible Product and include it with that Eligible Product. However, you do not need to obtain a PLK if Team Foundation Server is the only Visual Studio product for which your Eligible Product uses an application programming interface. You are responsible for the use of any PLKs we provide you, and you will not share them with others. We reserve the right to withhold or disable PLKs for noncompliance with this agreement.
7.3 No Degrading Visual Studio. You will notify us in writing immediately if you discover that an Eligible Product disables any features or adversely affects any functionality of Visual Studio (a “Breakage”). If we learn or have a reason to suspect a Breakage, we may notify you in writing, at which point you will take commercially reasonable efforts to investigate the problem. You will correct any Breakage to our satisfaction within the earlier of (a) 90 days after your discovery of the Breakage or after our notice, as the case may be; or (b) the next release of the Eligible Product.
7.4 Updates for Commercial Products.
· New Versions or Successors. When we release new versions or successors of Visual Studio, we want our end users to be able to enjoy the enhancements in them. Accordingly, if we commercially release a new version or successor of Visual Studio, and you continue to distribute Eligible Products for a fee or other consideration, then you will include a reasonable level of support for and integration with the new features and functionality in our release in your next version or release of Eligible Products. You may also distribute old versions of Eligible Products to those who do not want to use new releases of Eligible Products.
· Other Updates. If we release any other update for Visual Studio (such as maintenance releases, bug fixes, or service packs), you will distribute updates or service pack releases for Eligible Products no later than 90 days after the date of our release. Each of your updates and service pack releases will include a reasonable level of support for and integration with the new features, bug fixes, and other incremental changes in our release.
7.5 Code Generation and Optimization Tools. You and your end users may not use any code generation or optimization tools included in the Software or Visual Studio (such as compilers, linkers, assemblers, runtime code generators, or code generating design and modeling tools) to create programs, object code, libraries, assemblies, or executables to run on a platform other than Microsoft Platforms.
7.6 Compliance Verification Copy. Upon our request, you will provide us with a copy of your Eligible Products at no charge solely to allow us to confirm your compliance with these terms, notwithstanding anything contrary in your Eligible Products’ end-user license agreement.
8. Feedback. If you give us feedback about the Software, you give 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 any Microsoft software or service that includes the feedback. You will not give feedback that is subject to a license that requires us to license our software or documentation to third parties because we include your feedback in them. We may also use any technical information we gather or derive as part of support or other services provided to you in connection with this agreement, in order to improve Microsoft products or services, or to provide customized services or technologies to you. We may disclose this information to others, but not in a form that personally identifies you.
9. YOUR Warranties. You represent and warrant that (a) you have the right to enter into and perform this agreement; (b) there is no pending or threatened dispute or controversy relating to Eligible Products or Integration Code; (c) Eligible Products and Integration Code comply and will comply with all applicable laws; and (d) Eligible Products and Integration Code do not and will not violate any third party intellectual property or other legal rights.
10. LEGAL EFFECT. This agreement describes certain legal rights. You may have other rights under the laws of your country. This agreement does not change your rights under the laws of your country if the laws of your country do not permit it to do so.
11. DISCLAIMER OF WARRANTY. The Software is licensed “as-is.” You bear the risk of using it. We give no express warranties, guarantees or conditions. You may have additional consumer rights under your local laws which this agreement cannot change. To the extent permitted under your local laws, we exclude the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
12. LIMITATION ON AND Exclusion of REMEDIES AND Damages. You can recover from us and our suppliers only direct damages up to U.S. $5.00. You cannot recover any other damages, including lost profits or consequential, special, indirect or incidental damages. This limitation applies to (a) anything related to the Software, services, content (including code) on third party Internet sites, or third party programs; and (b) claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort to the extent permitted by applicable law. It also applies even if we knew or should have known about the possibility of the damages. The above limitation or exclusion may not apply to you because your country may not allow the exclusion or limitation of incidental, consequential, or other damages.
13. Indemnity.
13.1 Claims. You will defend us, our affiliates and successors, and the officers, directors, employees, and agents of each (“Microsoft Indemnitees”) against any and all claims, threats, actions, suits, demands, or other proceedings brought by others, arising out of or relating to (a) the marketing, distribution, or use of Integration Code, Eligible Products, or modifications or derivative works of the Software made by you or on your behalf, if such claims, etc. would have been avoided by the exclusive use of the unmodified Software; or (b) any facts that, if true, would be a breach of your warranties or obligations in this agreement (“Claims”). You will also indemnify and hold Microsoft Indemnitees harmless from all damages, losses, liabilities, injuries, judgments, fines, penalties, interest, assessments, costs, and expenses of any kind attributable to Claims, including reasonable attorneys’ and experts’ fees.
13.2 Procedures. We will promptly notify you of any Claim. We will permit you, through counsel chosen by you and reasonably acceptable to us, to answer and assume the defense of any Claim. We will cooperate with you, at your request and expense, in all reasonable respects in such defense. We may also employ separate counsel and participate in the defense at our own expense. You may not settle any Claim on behalf of a Microsoft Indemnitee, or publicize any settlement of a Claim, without first obtaining our written permission, which we will not unreasonably withhold.
14. Termination.
14.1 Termination. Either party may immediately terminate this agreement (a) upon a material breach of this agreement by the other party, including breach of Section 9 or any infringement of the first party’s proprietary rights; (b) if the other party does not cure any other breach of this agreement within 30 days after delivery of written notice of such breach; or (c) if the other party is found bankrupt, admits its inability to pay or ceases to pay debts as they become due, or otherwise can reasonably be considered insolvent.
14.2 Effect. Neither party will be responsible for any costs or damages resulting from its termination of this agreement in accordance with this agreement. Termination of this agreement will not affect any external end user licenses you have previously granted in accordance with this agreement. In addition, unless we terminate this agreement for your material breach, you may (a) for a period of 90 days after termination, continue to distribute copies of Eligible Products that are in your inventory or distribution channel as of the effective date of termination; and (b) continue to exercise any rights granted under this agreement as necessary to provide external end users with technical support for copies of Eligible Products licensed to them in accordance with this agreement.
14.3 Return or Destroy. Upon termination of this agreement (or, if your rights survive, as in Section 14.2, then after such surviving rights expire), you must return or destroy all full or partial copies of the Software in your possession or under your control within 30 days. At our request, you will certify such return or destruction in writing.
14.4 Survival. All definitions and Sections 8 through 15 will survive termination.
15. General.
15.1 Our Relationship. This agreement will not be construed as creating a partnership, joint venture, agency, or franchise relationship or any fiduciary duty. You do not have the power to (a) make any promise or warranty on our behalf; (b) vary any terms, conditions, warranties, or covenants by us; or (c) grant any person any rights that we have not previously authorized in writing.
15.2 Waivers. No waiver of any breach of any term of this agreement will constitute a waiver of any other breach of the same or other terms. No waiver will be effective unless made in a writing signed by an authorized representative of the waiving party.
15.3 Severability. If a court finds any term of this agreement to be unenforceable, unlawful, or invalid, that term will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this agreement will continue in full force and effect.
15.4 Governmental Approvals. You will, at your own expense, obtain and maintain in full force and effect all governmental approvals or filings, if any, and comply with all applicable laws and regulations, in connection with your performance under this agreement.
15.5 Export Restrictions. The Software 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 Software. These laws include restrictions on destinations, end users, and end use. For additional information, see www.microsoft.com/exporting.
15.6 Applicable Law. If you are based outside of the European Union, this agreement will be governed by the laws of the State of Washington and the United States. Otherwise, this agreement will be governed by the laws of Ireland. The 1980 United Nations Convention on Contracts for the International Sale of Goods will not apply to this agreement.
15.7 Dispute Resolution. If we bring an action to enforce this agreement, we will bring it in the jurisdiction where you are based. If you bring an action to enforce this agreement against any Microsoft affiliate located outside of the European Union, you will bring it in the State of Washington, USA. Otherwise, you will bring such action in Ireland. Either party may, however, seek injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.
15.8 Entire Agreement. This agreement, and the terms for pre-release code, supplements, updates, Internet-based services and support services that you use, are the entire agreement for the Software and such items.
Please note: As this Software is distributed in Quebec, Canada, some of the clauses in this agreement are provided below in French.
Remarque : Ce logiciel étant distribué au Québec, Canada, certaines des clauses dans ce contrat sont fournies ci-dessous en français.
EXONÉRATION DE GARANTIE. Le logiciel visé par une licence est offert « tel quel ». Toute utilisation de ce logiciel est à votre seule risque et péril. Microsoft n’accorde aucune autre garantie expresse. Vous pouvez bénéficier de droits additionnels en vertu du droit local sur la protection des consommateurs, que ce contrat ne peut modifier. La ou elles sont permises par le droit locale, les garanties implicites de qualité marchande, d’adéquation à un usage particulier, et d’absence de contrefaçon sont exclues.
LIMITATION DES DOMMAGES-INTÉRÊTS ET EXCLUSION DE RESPONSABILITÉ POUR LES DOMMAGES. Vous pouvez obtenir de Microsoft et de ses fournisseurs une indemnisation en cas de dommages directs uniquement à hauteur de 5,00 $ US. Vous ne pouvez prétendre à aucune indemnisation pour les autres dommages, y compris les dommages spéciaux, indirects ou accessoires et pertes de bénéfices. Cette limitation concerne: (a) tout ce qui est relié au logiciel, aux services ou au contenu (y compris le code) figurant sur des sites Internet tiers ou dans des programmes tiers; et (b) les réclamations au titre de violation de contrat ou de garantie, ou au titre de responsabilité stricte, de négligence ou d’une autre faute dans la limite autorisée par la loi en vigueur. Elle s’applique également, même si Microsoft connaissait ou devrait connaître l’éventualité d’un tel dommage. Si votre pays n’autorise pas l’exclusion ou la limitation de responsabilité pour les dommages indirects, accessoires ou de quelque nature que ce soit, il se peut que la limitation ou l’exclusion ci-dessus ne s’appliquera pas à votre égard.
EFFET JURIDIQUE. Le présent contrat décrit certains droits juridiques. Vous pourriez avoir d’autres droits prévus par les lois de votre pays. Le présent contrat ne modifie pas les droits que vous confèrent les lois de votre pays si celles-ci ne le permettent pas.
Revised Feb. 2007