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Microsoft Corporation
April 14, 1999
This is an Agreement between MICROSOFT CORPORATION, a Washington, USA Corporation ("MICROSOFT"), and the individual or entity who agrees and accepts the following terms and conditions of this Agreement by executing and submitting the registration below. ("COMPANY").
(a)"Effective Date" shall mean the date Company accepts the terms and conditions of this Agreement by clicking "I Accept" below.
(b)"Logo" shall mean the "Uses Microsoft Agent Technology" logo depicted in the attached Exhibit A, or such additional or replacement logos as Microsoft may provide from time to time under this Agreement.
(c)"Product" shall mean the Company product(s) or Web Site(s) listed in the attached Exhibit B that meet the applicable criteria set forth in Exhibit B.
(d)"Territory" shall be worldwide.
(a)Subject to and expressly conditioned upon compliance with the terms and conditions of this Agreement, Microsoft hereby grants to Company a worldwide nonexclusive, nontransferable, royalty-free, personal right to use the Logo solely in conjunction with Product in the manner described in the guidelines set forth in the attached Exhibit A, and as may be prescribed by Microsoft from time to time. All rights not expressly granted herein are reserved by Microsoft.
(b)The license grant in Section 2(a) is personal to Company, and Company shall not assign, transfer or sublicense this Agreement (or any right granted herein) in any manner without the prior written consent of Microsoft.
(c)Under no circumstances will anything in this Agreement be construed as granting, by implication, estoppel or otherwise, a license to any Microsoft technology or proprietary right other than the permitted use of the Logo pursuant to Section 2(a).
(a)Company acknowledges Microsoft's sole ownership of the Logo and the "Microsoft" trademark, and all associated goodwill. Company agrees and acknowledges that Microsoft retains all right, title, and interest in and to the Logo. Except as expressly granted in this Agreement, Company shall have no rights in the Logo.
(b)Company represents and warrants that it will use the Logo solely as provided in this Agreement, and will not use the Logo in any manner that will diminish or otherwise damage Microsoft's goodwill in the Logo. Company agrees not to adopt, use, or register any corporate name, trade name, trademark, domain name, service mark or certification mark, or other designation similar to, or containing in whole or in part, the Logo. Company agrees that all use of the Logo by Company will inure to the benefit of Microsoft. Company may not use the Logo in any way as an endorsement or sponsorship of Product by Microsoft.
(c)Company shall promptly notify Microsoft of any suspected infringement of or challenge to the Logo or any of its constituent elements. Microsoft shall have the sole right to, and in its sole discretion may commence, prosecute, or defend, and control any action concerning the Logo.
(a)Company represents and warrants that Product meets the applicable criteria set forth in Exhibit B, and agrees to maintain the quality of Product at a level that is at least commensurate with the quality of products distributed by Company before the Effective Date ("Quality Standards"). Company shall use the Logo solely in connection with Product that meets the Quality Standards, and represents and warrants that it will not use the Logo on products that do not meet the Quality Standards.
(b)Company shall cooperate fully with Microsoft to facilitate periodic review of Company's use of the Logo and of Company's compliance with the Quality Standards. Company shall fully correct and remedy any deficiencies in its use of the Logo and conformance to the Quality Standards upon reasonable notice from Microsoft.
(c)Company represents and warrants that it will comply with all applicable laws, rules, and regulations, and will not violate or infringe any right of any third party in relation to promotion, sale, or use of Product with the Logo.
Company agrees to indemnify and defend Microsoft from and against any and all claims, damages, costs, and expenses (including reasonable attorneys' fees) and pay the amount of any adverse final judgment (or settlement to which both parties consent) arising out of or related to the Product in any manner, provided Company is notified promptly in writing of any claim, Company has sole control over its defense or settlement, and Microsoft provides reasonable assistance in the defense of the same.
(a)Microsoft agrees to indemnify and defend Company from and against any and all claims, damages, costs, and expenses (including reasonable attorney's fees), and pay the amount of any adverse final judgment (or settlement to which both parties consent) resulting from, third party claim(s) (hereinafter "Indemnified Claims") that the Logo infringes any trademark rights of such third party in the Territory; provided Microsoft is notified promptly in writing of the Indemnified Claim and has sole control over its defense or settlement, and Company provides reasonable assistance in the defense of the same.
(b)In the event Microsoft receives information concerning an intellectual property infringement claim (including an Indemnified Claim) related to the Logo, Microsoft may at its expense, without obligation to do so, do one or more of (i) procure for Company the right to continue to distribute the alleged infringing Logo, ; (ii) replace or modify the Logo to make it non-infringing, and in which case, Company shall thereupon cease distribution of the alleged infringing Logo; or (iii) instruct Company to cease use of the Logo without providing a replacement.
(c)Microsoft shall have no liability for any intellectual property infringement claim (including an Indemnified Claim) based on Company's manufacture, distribution, or use of the Logo after Microsoft's notice that Company should cease use of such Logo or begin use of a substitute Logo, due to such a claim. For all claims described in this Section 6(c), Company agrees to indemnify and defend Microsoft from and against all damages, costs and expenses, including reasonable attorneys' fees.
(d)MICROSOFT MAKES NO WARRANTIES EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE LOGO, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
EXCEPT AS PART OF A THIRD PARTY DAMAGE CLAIM FOR WHICH ONE OF THE PARTIES IS OBLIGATED TO INDEMNIFY THE OTHER, NEITHER PARTY SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING LOSS OF BUSINESS PROFITS) ARISING FROM OR RELATED TO COMPANY'S MARKETING, DISTRIBUTION OR ANY USE OF THE LOGO, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTIES, INFRINGEMENT OF INTELLECTUAL PROPERTY, FAILURE OF ESSENTIAL PURPOSE OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL MICROSOFT BE LIABLE FOR ANY DAMAGES FOR COMPANY'S USE OF THE LOGO IN VIOLATION OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.
(a)This Agreement shall commence on the Effective Date, and continue until the earlier of: (i) one (1) year from the Effective Date, or (ii) such time as Company is not longer licensed to distribute Microsoft Agent Technology pursuant to a valid license and distribution agreement with Microsoft. Provided however, that Microsoft shall have the right to terminate this Agreement with or without cause upon thirty (30) days prior written notice.
(b)From and after termination or expiration of this Agreement, Company shall cease and desist from all use of the Logo. However, unless the Agreement is terminated for breach, Company may distribute then-existing units of Product and advertising materials containing the Logo for a period of ninety (90) days from the termination date, provided use of the Logo in connection with such inventory is in compliance with the terms and conditions of this Agreement.
All notices in connection with this Agreement shall be addressed as stated below (or to such other address as the party to receive the notice so designates by written notice to the other) and shall be deemed given on the day they are: (i) deposited in the U.S.A. mails, postage prepaid, certified or registered, return receipt requested; or (ii) sent by air express courier, charges prepaid. The parties agree to fax a copy of any such notices to the fax numbers identified below on the same day as given per (i) and (ii) above.
| MICROSOFT: | Microsoft Corporation
One Microsoft Way Redmond, WA 98052-6399 USA |
| Attention: | Tandy Trower |
| Fax: | (425) 936-7329 |
|
With Copy To: |
Law & Corporate Affairs, Trademarks |
| Fax: | (425) 936-4112 |
|
COMPANY: |
Information listed in the registration form. |
(a)Entire Agreement. Upon execution by both Microsoft and Company, this Agreement, including all Exhibits, contains the entire agreement of the parties with respect to the subject matter hereof, and shall supersede and merge all prior and contemporaneous communications. It shall not be amended except by a written agreement subsequent to the Effective Date and signed on behalf of the parties by their respective authorized representatives.
(b)Governing Law. This Agreement shall be construed and controlled by the laws of the State of Washington, and Company consents to the jurisdiction and venue in the federal courts sitting in King County, Washington, unless no federal subject matter jurisdiction exists, in which case Company consents to the jurisdiction and venue in the Superior Court of King County, Washington. Company waives all defenses of lack of personal jurisdiction and forum non conveniens. Process may be served on either party in the manner set forth in Section 9 for the delivery of notices or by such other method as is authorized by applicable law or court rule.
(c)Attorneys' Fees. If either party employs attorneys to enforce any rights arising out of or related to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs, and other expenses.
(d)Equitable Relief. Company acknowledges that a breach by it of this Agreement may cause Microsoft irreparable damage that cannot be remedied in monetary damages in an action at law, and may also constitute infringement of the Logo. In the event of any breach that could cause irreparable harm to Microsoft, or cause some impairment or dilution of its reputation or Logo, Microsoft shall be entitled to an immediate injunction, in addition to any other legal or equitable remedies.
(e)No Waiver. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
(f)Severability. If any provision of this Agreement (or any other agreements incorporated herein) shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.
(g)Relationship. Neither this Agreement, nor any terms and conditions contained herein, shall be construed as creating a partnership, joint venture or agency relationship or as granting a franchise.
(h)Headings. Section headings are used in this Agreement for convenience of reference only and shall not affect the meaning of any provision of this Agreement.
(i)Survival. The provisions of Sections 3(a), 3(b), 8(b) as well as Sections 5 with respect to Product(s) distributed during the term of this Agreement and 6(a) for claims based on use of the Logo permitted herein, shall survive expiration or termination of this Agreement.
(j)Exhibits. This Agreement includes Exhibits A and B which are hereby incorporated by reference.
Do not reproduce these examples. Microsoft will provide artwork for you as set forth under Sizing and Placement Requirements below.
Agent Logo for use online only:
Agent Logo for use on packaging and marketing material only:
Microsoft has established the following set of Guidelines to assist you in proper use of the Uses Microsoft Agent Technology logo (the "Logo"). Microsoft reserves the right to change the Logo and/or these Guidelines at any time at its discretion. You must comply with the Guidelines as amended from time to time.
Using the Logo
Sizing and Placement Requirements
Questions?
For questions regarding the logo, please contact msagtlic@microsoft.com.
Microsoft, and the Microsoft Agent Logo are trademarks or registered trademarks of Microsoft Corporation in the United States and/or other countries.
Criteria for using the Microsoft Agent Technology Logo:
Microsoft Corporation
One Microsoft Way
Redmond, WA 98052-6399
USA
Attention: Tandy Trower
| Version Number (if for product): | |
| Note: If the Logo is used on more than one page at a Web Site, list all URLs. | |
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Description of Product/ Web Site:
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Name of Person Executing This Form:
Title:
Company Name (if applicable):
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Home/ Company Address:
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Phone Number:
Fax Number:
Email Address:
* required fields
EXECUTION OF THIS AGREEMENT: Your click of "I Accept" is a symbol of your signature that you accept and agree to be bound by all terms and conditions of this Agreement. Do not proceed if you are not authorized to bind the Company and/or you do not agree to the terms and conditions of this Agreement.
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