Microsoft Software License Terms
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8. Geographic and Export Restrictions. If your software is
restricted for use in a particular geographic region, then you may
activate the software only in that region. You must also comply with
all domestic and international export laws and regulations that
apply to the software, which include restrictions on destinations,
end users, and end use. For further information on geographic and
export restrictions, visit (aka.ms/georestrict) and (aka.ms/exporting).
9. Support and Refund Procedures.
a. For software preinstalled on a device. For the software
generally, contact the device manufacturer or installer for support
options. Refer to the support number provided with the software. For
updates and supplements obtained directly from Microsoft, Microsoft
may provide limited support services for properly licensed software
as described at (aka.ms/mssupport). If you are seeking a refund,
contact the manufacturer or installer to determine its refund
policies. You must comply with those policies, which might require
you to return the software with the entire device on which the
software is installed for a refund.
b. For software acquired from a retailer. Microsoft provides limited
support services for properly licensed software as described at (aka.ms/mssupport).
If you purchased the software from a retailer and are seeking a
refund, and you cannot obtain one where you acquired the software,
contact Microsoft for information about Microsoft’s refund policies.
See (aka.ms/msoffices), or in North America, call (800) MICROSOFT or
see (aka.ms/nareturns).
10. Binding Arbitration and Class Action Waiver if You Live in (or
if a Business Your Principal Place of Business is in) the United
States.
We hope we never have a dispute, but if we do, you and we agree to
try for 60 days to resolve it informally. If we can’t, you and we
agree to binding individual arbitration before the American
Arbitration Association (“AAA”) under the Federal Arbitration Act
(“FAA”), and not to sue in court in front of a judge or jury.
Instead, a neutral arbitrator will decide and the arbitrator’s
decision will be final except for a limited right of appeal under
the FAA. Class action lawsuits, class-wide arbitrations, private
attorney-general actions, and any other proceeding where someone
acts in a representative capacity aren’t allowed. Nor is combining
individual proceedings without the consent of all parties. “We,”
“our,” and “us” includes Microsoft, the device manufacturer, and
software installer.
a. Disputes covered—everything except IP. The term “dispute” is as
broad as it can be. It includes any claim or controversy between you
and the manufacturer or installer, or you and Microsoft, concerning
the software, its price, or this agreement, under any legal theory
including contract, warranty, tort, statute, or regulation, except
disputes relating to the enforcement or validity of your, your
licensors’, our, or our licensors’ intellectual property rights.
b. Mail a Notice of Dispute first. If you have a dispute and our
customer service representatives can’t resolve it, send a Notice of
Dispute by U.S. Mail to the manufacturer or installer, ATTN: LEGAL
DEPARTMENT. If your dispute is with Microsoft, mail it to Microsoft
Corporation, ATTN: LCA ARBITRATION, One Microsoft Way, Redmond, WA
98052-6399. Tell us your name, address, how to contact you, what the
problem is, and what you want. A form is available at (aka.ms/disputeform).
We’ll do the same if we have a dispute with you. After 60 days, you
or we may start an arbitration if the dispute is unresolved.
c. Small claims court option. Instead of mailing a Notice of
Dispute, and if you meet the court’s requirements, you may sue us in
small claims court in your county of residence (or if a business
your principal place of business) or our principal place of
business–King County, Washington USA if your dispute is with
Microsoft. We hope you’ll mail a Notice of Dispute and give us 60
days to try to work it out, but you don’t have to before going to
small claims court.
d. Arbitration procedure. The AAA will conduct any arbitration under
its Commercial Arbitration Rules (or if you are an individual and
use the software for personal or household use, or if the value of
the dispute is $75,000 USD or less whether or not you are an
individual or how you use the software, its Consumer Arbitration
Rules). For more information, see (aka.ms/adr) or call
1-800-778-7879. To start an arbitration, submit the form available
at (aka.ms/arbitration) to the AAA; mail a copy to the manufacturer
or installer (or to Microsoft if your dispute is with Microsoft). In
a dispute involving $25,000 USD or less, any hearing will be
telephonic unless the arbitrator finds good cause to hold an
in-person hearing instead. Any in-person hearing will take place in
your county of residence (of if a business your principal place of
business) or our principal place of business—King County, Washington
if your dispute is with Microsoft. You choose. The arbitrator may
award the same damages to you individually as a court could. The
arbitrator may award declaratory or injunctive relief only to you
individually to satisfy your individual claim.
e. Arbitration fees and payments.
(i) Disputes involving $75,000 USD or less. The manufacturer or
installer (or Microsoft if your dispute is with Microsoft) will
promptly reimburse your filing fees and pay the AAA’s and
arbitrator’s fees and expenses. If you reject our last written
settlement offer made before the arbitrator was appointed, your
dispute goes all the way to an arbitrator’s decision (called an
“award”), and the arbitrator awards you more than this last written
offer, the manufacturer or installer (or Microsoft if your dispute
is with Microsoft) will: (1) pay the greater of the award or $1,000
USD; (2) pay your reasonable attorney’s fees, if any; and (3)
reimburse any expenses (including expert witness fees and costs)
that your attorney reasonably accrues for investigating, preparing,
and pursuing your claim in arbitration. The arbitrator will
determine the amounts unless you and we agree on them.
(ii) Disputes involving more than $75,000 USD. The AAA rules will
govern payment of filing fees and the AAA’s and arbitrator’s fees
and expenses.
(iii) Disputes involving any amount. If you start an arbitration we
won’t seek our AAA or arbitrator’s fees and expenses, or your filing
fees we reimbursed, unless the arbitrator finds the arbitration
frivolous or brought for an improper purpose. If we start an
arbitration we will pay all filing, AAA, and arbitrator’s fees and
expenses. We won’t seek our attorney’s fees or expenses from you in
any arbitration. Fees and expenses are not counted in determining
how much a dispute involves.
f. Must file within one year. You and we must file in small claims
court or arbitration any claim or dispute (except intellectual
property disputes — see Section 10.a.) within one year from when it
first could be filed. Otherwise, it’s permanently barred.
g. Severability. If the class action waiver is found to be illegal
or unenforceable as to all or some parts of a dispute, those parts
won’t be arbitrated but will proceed in court, with the rest
proceeding in arbitration. If any other provision of Section 10 is
found to be illegal or unenforceable, that provision will be severed
but the rest of Section 10 still applies.
h. Conflict with AAA rules. This agreement governs if it conflicts
with the AAA’s Commercial Arbitration Rules or Consumer Arbitration
Rules.
i. Microsoft as party or third-party beneficiary. If Microsoft is
the device manufacturer or if you acquired the software from a
retailer, Microsoft is a party to this agreement. Otherwise,
Microsoft is not a party but is a third-party beneficiary of your
agreement with the manufacturer or installer to resolve disputes
through informal negotiation and arbitration.
11. Governing Law. The laws of the state or country where you live
(or if a business where your principal place of business is located)
govern all claims and disputes concerning the software, its price,
or this agreement, including breach of contract claims and claims
under state consumer protection laws, unfair competition laws,
implied warranty laws, for unjust enrichment, and in tort,
regardless of conflict of law principles, except that the FAA
governs all provisions relating to arbitration.
12. Consumer Rights, Regional Variations. This agreement describes
certain legal rights. You may have other rights, including consumer
rights, under the laws of your state or country.You may also have
rights with respect to the party from which you acquired the
software. This agreement does not change those other rights if the
laws of your state or country do not permit it to do so. For
example, if you acquired the software in one of the below regions,
or mandatory country law applies, then the following provisions
apply to you:
a. Australia. References to “Limited Warranty” are references to the
express warranty provided by Microsoft or the manufacturer or
installer. This warranty is given in addition to other rights and
remedies you may have under law, including your rights and remedies
in accordance with the statutory guarantees under the Australian
Consumer Law.
In this section, “goods” refers to the software for which Microsoft
or the manufacturer or installer provides the express warranty. Our
goods come with guarantees that cannot be excluded under the
Australian Consumer Law. You are entitled to a replacement or refund
for a major failure and compensation for any other reasonably
foreseeable loss or damage. You are also entitled to have the goods
repaired or replaced if the goods fail to be of acceptable quality
and the failure does not amount to a major failure.
b. Canada. You may stop receiving updates on your device by turning
off Internet access. If and when you re-connect to the Internet, the
software will resume checking for and installing updates.
c. European Union. The academic use restriction in Section 13.d(i)
below does not apply in the jurisdictions listed on this site: (aka.ms/academicuse).
d. Germany and Austria.
(i) Warranty. The properly licensed software will perform
substantially as described in any Microsoft materials that accompany
the software. However, the manufacturer or installer, and Microsoft,
give no contractual guarantee in relation to the licensed software.
(ii) Limitation of Liability. In case of intentional conduct, gross
negligence, claims based on the Product Liability Act, as well as,
in case of death or personal or physical injury, the manufacturer or
installer, or Microsoft is liable according to the statutory law.
Subject to the preceding sentence, the manufacturer or installer, or
Microsoft will only be liable for slight negligence if the
manufacturer or installer or Microsoft is in breach of such material
contractual obligations, the fulfillment of which facilitate the due
performance of this agreement, the breach of which would endanger
the purpose of this agreement and the compliance with which a party
may constantly trust in (so-called "cardinal obligations"). In other
cases of slight negligence, the manufacturer or installer or
Microsoft will not be liable for slight negligence.
e. Other regions. See (aka.ms/variations) for a current list of
regional variations.