BY ACCESSING OR USING THE WIKI SERVICE, YOU ACCEPT THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT, DO NOT (AND YOU HAVE NOT RIGHT TO) ACCESS OR USE THE WIKI SERVICE. If You are an individual and You are accessing or using the Wiki Service on behalf of an entity (e.g., an employer or client), then: (a) You represent that You also have the authority to bind that entity to this Agreement; and (b) except where context requires otherwise, “You” and “Your” as used in the rest of this Agreement refer to both You, as an individual, and that entity.
Unless otherwise specified, capitalized terms in this Agreement will have the meaning given to them in Section 10.1.
The Microsoft Dynamics 365 for Operations help wiki (“Wiki Service”) is the primary source of product help documentation for Channel Partners and end users of Microsoft Dynamics 365 for Operations and Microsoft Dynamics AX (“Microsoft Software“). Microsoft acts as a hosting service, maintaining the infrastructure and organizational framework that allows users to write, contribute, and edit articles and other content. The articles and other content, however, are not provided, maintained, monitored, or edited by Microsoft.
Your privacy is important to us. See the Privacy Statement disclosures relating to the collection and use of Your information.
3. The Wiki Service
3.1 Account Setup. You cannot access or use the Wiki Service without obtaining valid credentials (i.e., token, account id, username and password, or other non-public authentication credentials) from Microsoft. You are responsible for (A) any and all activities that occur under Your account; (B) maintaining the confidentiality of any non-public authentication credentials associated with Your use of the Wiki Service; and (C) promptly notifying the Microsoft Dynamics content publishing team at: firstname.lastname@example.org about possible misuse of Your authentication credentials or any security incident related to the Wiki Service.
3.2 Updates. Microsoft may change the Wiki Service from time to time. Microsoft will provide You with prior notice before removing any material feature or functionality of the Wiki Service, unless security, legal, or system performance considerations require an expedited removal.
3.3 Third Party Materials and Notice. The Wiki Service may incorporate or interact with third-party materials (e.g., code or documentation) that Microsoft or its licensors license to You under this Agreement. Notices, if any, for any third-party materials are included for your information only. For more information, see the Third Party Notice section on the legal page for the Wiki Service.
4.1 Submissions. You (and other users) may (but only if You comply with the rules set forth below in Exhibit A): (A) post reviews, add comments, rate articles, or Share Content with the Wiki Site; (B) send communications via the Wiki Site; or (C) submit suggestions, ideas, questions, or other information via the Wiki Site.
4.2 No Control. You understand that all Content, whether Shared with the Wiki Site publicly or privately transmitted, is the sole responsibility of the person from which such Content originated. Microsoft does not control any User Content and, as such, does not guarantee the accuracy, integrity, or quality of such Content. You understand that by using the Wiki Service, You must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.
4.3 User Content. You (or the person who created the User Content), and not Microsoft, is entirely responsible for all User Content, including for any errors or omissions in User Content, or for any loss or damage of any kind incurred as a result of the use of any User Content. Subject to the license granted in Section 5, Microsoft does not claim ownership of any User Content (including any derivative works), unless otherwise agreed to by the parties. By providing User Content, You hereby grant:
4.3.1 Microsoft, and its Affiliates, a non-exclusive, transferrable, irrevocable, perpetual, sub-licensable, royalty-free, world-wide license and right to use, reproduce, modify, adapt, publish, publicly perform, publicly display, translate, create derivative works of, distribute, and otherwise commercialize the User Content (in whole or in part) in any way, on any media, and for any purpose in connection with the Wiki Services or Microsoft Software (including by granting the general public the right to use the User Content in accordance with this Agreement); and
4.3.2 Microsoft and its sub-licensees the right to use the name You submit in connection with Your User Content, if they choose. You represent and warrant that: (i) You own or otherwise control all of the rights to Your User Content; (ii) Your User Content is accurate; (iii) use of Your User Content does not violate this Agreement and will not cause injury to any person or entity; and (iv) You will indemnify Microsoft and its Affiliates for all claims (including reasonable attorneys’ fees) resulting from your User Content.
4.4 Microsoft Content. All Microsoft Content is the copyrighted work of Microsoft or its licensors. Microsoft hereby grants You a non-exclusive, non-transferrable, revocable, royalty-free, license to: (A) reproduce a reasonable number of copies of Microsoft Content (including modifications or derivative works of Microsoft’s Sample Code); (B) use Microsoft’s Sample Code for Your internal use in designing, developing, and testing Your software or services that are built on a Microsoft platform; (C) modify or create derivative works of the source code form of any such Sample Code; (D) distribute such Sample Code (including modifications or derivative works), directly or indirectly, but (i) only if Your organization is a Channel Partner, and then only (ii) in object code form, and (iii) as part of Your organization’s software or services and not on a standalone basis. You must preserve the copyright notice in all copies of the Microsoft Content and ensure that both the copyright notice and this permission notice appear in those copies. All rights not expressly granted to You in this Agreement are reserved and retained by Microsoft, its affiliates, or their applicable licensors.
4.5 Microsoft is not an Editor. Microsoft is not an editor for, and has no obligation whatsoever to edit, User Content. Microsoft (and its designees) has the right, but not the obligation, in its sole discretion, to pre-screen, review, refuse, monitor, edit, or remove any activity or User Content from the Wiki Service without notice to You. Without limiting the foregoing, Microsoft (and is designees) may remove any User Content that violates this Agreement. Microsoft takes no responsibility, and assumes no liability, for any User Content. Microsoft does not endorse any opinions expressed in, and does not represent or guarantee the truthfulness, accuracy, or reliability of, any User Content. Microsoft reserves the right, at all times, to disclose any information as Microsoft deems necessary to satisfy any applicable law, regulation, legal process, or governmental request.
If You give Microsoft feedback about the Wiki Service, 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 Microsoft software or service that include the feedback. You will not give feedback that is subject to a license that requires Microsoft to license its software, services, or documentation to third parties because Microsoft includes your feedback in them. These rights survive expiration or any termination of this Agreement.
6. Disclaimer of Warranties
6.1 Wiki Service and Microsoft Content. MICROSOFT AND ITS AFFILIATES AND ITS AND THEIR LICENSORS PROVIDE THE WIKI SERVICE (INCLUDING MICROSOFT CONTENT) “AS IS”, WITH ALL FAULTS, AND “AS AVAILABLE”. YOU BEAR THE RISK OF USING IT. MICROSOFT, AND ITS AFFILIATES AND ITS AND THEIR LICENSORS, PROVIDE NO WARRANTIES, GUARANTEES, OR CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU MAY HAVE ADDITIONAL RIGHTS UNDER YOUR LOCAL LAWS WHICH THIS AGREEMENT CANNOT CHANGE. THESE DISCLAIMERS WILL APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
6.2 Third Party Content. MICROSOFT DOES NOT CONTROL, REVIEW, REVISE, ENDORSE, OR ACCEPT RESPONSIBILITY FOR ANY USER CONTENT OR OTHER THIRD-PARTY CONTENT, INFORMATION, MESSAGES, MATERIALS, OR PROJECTS ACCESSIBLE FROM OR LINKED THORUGH THE WIKI SERVICE, AND, EXCEPT AS MAY BE EXPRESSLY WARRANTED IN A SEPARATE AGREEMENT, MICROSOFT MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER ABOUT AND WILL NOT BE RESPONSIBLE FOR ANY OF THE FOREGOING. ANY DEALINGS YOU MAY HAVE WITH SUCH THIRD PARTIES ARE AT YOUR OWN RISK.
You will defend, indemnify, and hold harmless Microsoft and its affiliates, and its and their respective officers, directors, employees, and agents, from any claim or demand, including reasonable attorneys’ fees, made by any unaffiliated third party due to or arising out of Your User Content, Your access to and use of the Wiki Service, Your violation of this Agreement, or Your violation of any rights of another in connection with the Wiki Service. Microsoft will give You written notice of any such claim and cooperate with You in connection with the defense and settlement of the claim (at Your reasonable request and expense). You will not settle any claim under this Section 7 on Microsoft’s behalf without first obtaining Microsoft’s written permission. You will not stipulate, admit, or acknowledge any fault or liability on the part of any of the indemnified persons or entities without Microsoft’s express, prior written consent.
8. Limitation of Liability
8.1 Limitation of Liability. EACH PARTY’S MAXIMUM, AGGREGATE LIABILITY TO THE OTHER FOR ANY CLAIM RELATED IN ANY WAY TO THIS AGREEMENT IS LIMITED TO DIRECT DAMAGES INCURRED IN REASONABLE RELIANCE, IN AN AMOUNT NOT TO EXCEED FIVE THOUSAND U.S. DOLLARS ($5,000.00).
8.2 Liability Exclusions. NEITHER PARTY, NOR THEIR SUPPLIERS, WILL BE LIABLE FOR LOSS OF REVENUE, LOST PROFITS, OR INDIRECT, SPECIAL, INCIDENTIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOW ABOUT THE POSSIBILITY OF THE DAMAGES.
8.3 Exceptions to Limitations. To the maximum extent permitted by applicable law, the limitations and exclusions in this Section 8 apply to any claims related to this Agreement, but do not apply to: (A) the parties’ obligations under Section 7 (Indemnity); or (B) violation of the other party’s intellectual property rights.
9. Term and Termination
9.1 Term The term of this Agreement begins on the date You accept it (“Effective Date”) and will end automatically without separate notice on the earlier of: (A) Microsoft’s discontinuation or suspension of Your use of or access to the Wiki Service; or (B) the date on which You stop using the Wiki Service, unless it is otherwise earlier terminated by either party in accordance with Section 9.2.
- 9.2.1 By You. You may stop using the Wiki Service and terminate this Agreement at any time.
- 9.2.2 By Microsoft. Microsoft may stop providing all or any part of the Wiki Service at any time, without prior notice, in which case this Agreement will terminate automatically without further notice. Microsoft may suspend (in whole or in part) your access to or use of the Wiki Service if: (A)Microsoft determines that it is reasonably needed to prevent unauthorized access to the Wiki Service; (B) You or Your organization violates this Agreement; or (C) in any country where any current or future government regulation or requirement applies to Microsoft, but not generally to businesses operating there, such regulation or requirement presents a hardship to Microsoft operating the Wiki Service without change, or Microsoft believes this Agreement or the Wiki Service may conflict with such regulation or requirement. This Agreement will remain in effect during any suspension of the Wiki Service, unless Microsoft otherwise discontinues the Wiki Service.
9.3 No Termination Damages. Microsoft will not be liable to You or Your organization for any cancellation, suspension, limitation, throttling, or discontinuation of the Wiki Service or any limitation of You or Your organization’s (or its users’) access to or use of the Wiki Service.
9.4 Survival The parties’ respective rights and obligations under the following provisions will survive the expiration or any termination of this Agreement for any reason: Section 4.3 (User Content), Section 5 (Feedback), Section 6 (Disclaimer of Warranties), Section 7 (Indemnity), Section 8 (Limitation of Liability), Section 9.3 (No Termination Damages), Section 9.4 (Survival), and Section 10 (General).
10.1 Definitions. When used in this Agreement with the initial letters capitalized, the following terms will have the meanings set forth in this Section 10.1. Unless otherwise specified, terms such as “e.g.,”, “include”, includes”, and “including” will be deemed in each case to be followed by the words “without limitation”. Other terms used in this Agreement with initial letters capitalized will have the meanings described within the text of this Agreement.
“Channel Partner” means a reseller of Microsoft Software or service who has a current distribution, reseller, or other channel agreement with Microsoft.
“Content” means documents, layout, text, illustrations, instructions, files, photographs, videos, images, materials, and other graphical, textual, or audio-visual content that may be subject to copyright protection.
“Microsoft Content” means Content that Microsoft creates and Shares via the Wiki Service.
“Privacy Statement” means the Wiki Service’s privacy statement located at: http://go.microsoft.com/fwlink/?LinkId=248681 or any successor.
“Sample Code” means code samples, code snippets, or other code that are provided for illustration purposes.
“Share” means to submit, upload, share, post, publish, transmit, display, or otherwise make Content available on or through the Wiki Service.
“User Content” means Content, code, comments, reviews, feedback, suggestions, questions, information, or other material that You Share (or any third party shares) via the Wiki Service.
10.2 Interpretation. This Agreement will be interpreted according to its plain meaning without presuming that it should favor either party. Unless stated or context requires otherwise, all internal references are to this Agreement and its parties. Lists of examples following “including”, “e.g.”, “such as”, or “for example” are interpreted to include “without limitation”, unless qualified by words such as “only” or “solely.” All internal references are to this Agreement, its parties, and its Exhibits. URLs are understood to also refer to successor URLs, URLs for localized content, and information or resources linked from within the websites at the specified URLs. The headings contained in this Agreement are for convenience of reference only, will not be deemed to be a part of this Agreement, and will not be referred to in connection with construction or interpretation of this Agreement
10.3 Changes to this Agreement. Microsoft may change this Agreement (including any policies) on at least 10 days’ notice, which changes will solely have prospective effect. When changes are made, Microsoft will revise the “Last Updated” date and post the revised document on the legal information section of the website for the Wiki Service and notify You in accordance with Section 10.16.1. If You do not agree to the changes, You must stop using the Wiki Service before the changes to this Agreement (or policies) become effective. By continuing to access, use, or receive the Wiki Service after the effective date of any such revised Agreement (or policy), You agree to be bound by the revised Agreement (or policy).
10.4 Export Restrictions/Legal Compliance. The Wiki Service is subject to U.S. export jurisdiction. You must comply with all applicable laws including export laws and restrictions and regulations of any United States or foreign agency or authority, as well as end-user, end-use, and destination restrictions issued by the U.S. and other governments, and agree not to directly or indirectly provide or otherwise make available the Wiki Service and products of Microsoft in violation of any such restrictions, laws, or regulations. For additional information, see http://www.microsoft.com/exporting/.
10.5 Governing Law. This Agreement is governed by the laws of the State of Washington, USA without regard to its conflict of law principles, except that: (A) if the entity You represent is an entity of the U.S. government, this Agreement is governed by the laws of the United States, and (B) if the entity You represent is an entity of a state or local government in the United States, this Agreement is governed by the laws of that state. The 1980 United Nations Convention on Contracts for the International Sale of Goods and its related instruments will not apply to this Agreement. The Wiki Service and Microsoft Software or services are protected by copyright and other intellectual property rights laws and international treaties.
10.6 Venue and Jurisdiction. The exclusive venue for any action related to this Agreement and brought by: (A) Microsoft will be in the federal or state courts with jurisdiction over where Your organization has its headquarters (or where You reside, if You are not representing an entity); and (B) Your organization will be in the federal or state courts with jurisdiction over where Microsoft has its headquarters. The parties consent to the exclusive venue and jurisdiction of such courts. This Section 11.6 does not prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.
10.7 Disputes. Before either party (or any of its personnel) files a claim or suit with a federal or state agency, court, or other public forum related to this Agreement, it will provide 60 days’ prior written notice to the other and, within such 60-day period (or longer, if extended by the parties’ mutual agreement), the parties’ authorized representatives will meet (or confer by telephone) at least once in good faith to try to resolve the perceived dispute.
10.8 Time to Bring Claims. Any claim against Microsoft, its affiliates, or licensors related to the Wiki Service (including any Microsoft Content) or anything else that Microsoft makes available to You under this Agreement must commence within one year after the claim accrues. Otherwise, it is permanently barred.
10.9 Attorneys’ Fees. In any dispute relating to this Agreement, the prevailing party, including on any appeal, will be entitled to recover its reasonable attorneys’ fees, costs, and expenses.
10.10 Severability. If any part of this Agreement is held to be unenforceable, it will be deemed replaced by an enforceable provision that matches the intent of the original language as closely as possible. The rest of this Agreement will continue in full force and effect.
10.11 Assignment. Microsoft may assign this Agreement, in whole or in part, at any time without notice to You. You may not assign this Agreement, or any rights or duties under it, without Microsoft’s prior written consent. Any attempted assignment by You without such consent is void.
10.12 International Availability. Availability of the Wiki Service, including specific features or languages, varies by country. Information on availability is located in the Pre-Release Program description.
10.13 No Third Party Beneficiaries. There are no third party beneficiaries to this Agreement.
10.14 Waiver. A waiver of any breach of this Agreement is not a waiver of any other breach. Any waiver must be in writing and signed by an authorized representative of the waiving party.
10.15 Independent Contractors. The parties are independent contractors. Neither You, Your organization, nor its affiliates, will represent themselves as representatives, agents, or employees of Microsoft. This Agreement does not create a joint venture, partnership, agency, fiduciary, or employment relationship between the parties.
10.16 Notices. Notices made under this Agreement will be provided as follows:
10.16.1 To Users Generally. Except as may otherwise be set forth in this Agreement, notices made by Microsoft under this Agreement that affect customers generally (e.g., notices of updated terms, etc.) will be posted on the website for the Wiki Service. Notices provided via posting on the Wiki Service’s website or portal will be deemed given and received on the date they are posted.
10.16.2 To You. Notices made by Microsoft under this Agreement specifically for a particular organization (e.g., notices of breach or suspension) will be provided to You (and, if applicable, Your organization) via the email address You specified when signing up for the Wiki Service. It is Your sole responsibility to keep such email address(es) current. Notices provided to You (and, if applicable, Your organization) via email will be deemed given and received on the transmission date of the email, whether the email was received or not.
10.16.3 To Microsoft. All notices to Microsoft in connection with this Agreement: (A) must be in writing (excluding email), provided in English, and sent to the address immediately below; and (B) will be deemed given when actually received by the Microsoft recipient below. Communications in the ordinary course of using the Wiki Service (which do not include notices related to any claims) may be sent to Microsoft via email to email@example.com and legal counsel need not be copied.
Attn: Legal and Corporate Affairs, MBS
One Microsoft Way
Redmond, WA 98052
Via Facsimile: (425) 936-7329
10.17 Language. Any translation of the English-language version of this Agreement that Microsoft may provide is for convenience only and the English-language version will govern. If You or Your organization is domiciled in Canada or France, it is the express wish of the parties that this Agreement and any associated documentation be executed in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.
10.18 Compliance with Law. Microsoft will comply with all laws applicable to its provision of the Wiki Service, including applicable security breach notification laws, but not including any laws that may be applicable to You, Your organization, its industry, or the industries of any of its users or customers, but that are not generally applicable to information technology service providers. You and Your organization will comply with all laws applicable to data, User Content, and access to or use of the Wiki Service, including any laws applicable to Your organization, its users or customers, or their respective industries.
10.19 Notice and Procedure for Making Claims of Copyright Infringement. Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to Microsoft’s Designated Agent. See Notice and Procedure for Making Claims of Copyright Infringement. INQUIRIES THAT ARE NOT RELEVANT TO THE FOREGOING PROCEDURE WILL NOT RECEIVE A RESPONSE.
10.20 Entire Agreement. This Agreement constitutes the entire agreement between Microsoft and You (and, if You are accessing the Wiki Service on behalf of an entity, Your organization) with respect to the Wiki Service, and supersedes all other representations, agreements, and understandings, whether oral or written (electronic or otherwise), between Microsoft and Your organization regarding the subject matter of the Wiki Service.
Code of Conduct Rules
You will not use the Wiki Service to:
a. impersonate any person or entity, or otherwise mislead others as to the origin of Your User Content;
b. falsely say or imply that You are associated with another person or entity;
c. collect and store personal information about other Wiki Service users; and
d. Share or link to any Content that:
- is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, profane, pornographic, lewd, lascivious, filthy, excessively violent, libelous, hateful, harassing, or racially, ethnically, or otherwise objectionable;
- violates anyone’s privacy or publicity rights;
- You do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
- violates, misappropriates, or infringes in any way on the rights of others, including any trade secret, patent, trademark, copyright, moral right, or other intellectual property, personal, contractual, proprietary, or other right of any person or entity, or is otherwise injurious to any third party;
- provides any non-public information about Microsoft or any other entity or person without authorization (including the names and contact information for Microsoft employees or Wiki Service users);
- is an advertisement for goods or services or a solicitation of funds;
- is unsolicited or unauthorized advertising, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, commercial electronic messages, or any other form of solicitation;
- causes any licensed use by Microsoft under this Agreement to result in Microsoft having an obligation or liability to any party;
- depicts any third party trademarks or products or services in any manner that violates their rights or could otherwise create liability;
- contains or installs software viruses, worms, bugs, Trojan horses, malware, or any other computer code, files, programs, or materials designed or having the capability to interrupt, destroy, or limit the functionality of any software, hardware, or telecommunications equipment;
- interferes with or disrupts the Wiki Service or servers or networks connected to the Wiki Service, or disobeys any requirements, procedures, policies, or regulations of networks connected to the Wiki Service;
- contains content that is designed or has the capability to be malicious, damaging, or otherwise disruptive to users (e.g., recommending a practice that creates security flaw); or
- intentionally or unintentionally violates any applicable local, state, national, or international law.