Last Updated: February 2010
THANK YOU FOR CHOOSING MICROSOFT!
1. What does this contract (“contract”) cover? This is a contract between you and Microsoft Corporation ("Microsoft"). Sometimes Microsoft is referred to as "we," "us" or "our". This contract applies to all versions, including technology preview, pre-release, or beta, of the Microsoft Translator Web Page Widget (the “Widget”) and the Microsoft Translator API (the “API”). The purpose of the Widget is to translate web page content that it has access to via being included on that web page. The purpose of the API is to deliver translations and other language related results. The Widget is delivered by having you place a code snippet, customized to a particular Website URL, on your Website. The Widget and API can be used to render results on a customer-facing or end-user-facing Website as long as you adhere to the restrictions listed in this document. The SOAP and HTTP interfaces may be throttled, or be constrained to ensure that they will be used for development and low volume deployment purposes – and not high volume commercial purposes without prior consent from Microsoft. Microsoft may choose to limit the number of requests per a given period of time (throttling) to ensure service responsiveness (See Section 4 below). As used in this contract, "services" means, collectively and as applicable, the API and the Widget.
Please note that we do not provide warranties for the services. The contract also limits our liability. These terms are in §§11 and 12 and we ask you to read them carefully. We provide the services solely on an "as is" and "as available" basis, in accordance with §11, and you acknowledge that latency with regard to delivery of translation results is a function of network bandwidth, server capacity, and other factors.
2. WHAT RIGHTS DO I HAVE? Solely to the extent that you are in compliance with all terms of this contract, we grant you a non-exclusive, non-transferable, non-sublicenseable license to use the services to do the following:
a. For Widget: enable site owner/webmaster/developer to display the Widget on their site (by pasting in the code snippet we generate for them), allow site visitors to use the Widget to request translations of the content on a particular web page, display these translations on the web page to the user, and allow the user to use the Widget to request translations in other languages and use other features as offered through the Widget and toolbar interfaces.
b. For API: enable your Website or application to request and display translations and other language related results as provided by the API.
Your license to use the services is limited to solely your Websites and applications that are in accordance with all other terms of this contract. You are responsible for your own conduct and content while using the services and for any consequences of this use.
3. CODE OF CONDUCT / RESTRICTIONS ON USE. Your Website, your application, and your access to and use of the services, or any of them, must comply with all applicable policies and guidelines (including any API call volume limitations, security policies, and privacy policies), applicable technical requirements and documentation, and all applicable laws (including the applicable laws of your jurisdiction relating to online conduct, acceptable content, data collection, privacy, and the export of data to the United States or your country of residence). This contract does not grant you any rights related to any services, materials, content, or data other than the services. You will not, and will not permit your users or other third parties to:
(a) modify, reverse engineer, decompile, or otherwise alter the services including spoofing our site-ID generation mechanism or reverse engineering the algorithms that are used to convert your Website URL into the site-ID we use in the code snippet;
(except to the extent this is authorized by applicable law notwithstanding this limitation)
(b) distribute, publish, facilitate, enable, or allow access to the services from any location or source other than your Website or application;
(c) frame, minimize, remove, redirect, delay, or otherwise inhibit or modify the display of the Widget UI or the toolbar UI except as explicitly allowed by us;
(d) hide or mask from us your identity, or the identity of your service, as it uses the services, including by failing to follow the identification conventions listed in the API documentation;
(e) defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others or otherwise violate Microsoft's then-current editorial policies (currently found at http://help.live.com/help.aspx?project=adCenter_pub_rtw_ss&mkt=en-us&querytype=keyword&query=yek058);
(f) impersonate another person or entity, or falsify or delete any author attributions, legal or other proper notices or proprietary designations (e.g., copyright or trademark symbols), or labels of the origin or source of services, software, or other materials;
(g) use the services to violate the law or for any unauthorized purpose;
(h) interfere with or disrupt the services, or servers or networks related to the services, or disobey any requirements, procedures, policies, or regulations of networks related to the services;
(i) create user accounts by automated means or under false or fraudulent pretenses;
(j) promote or provide instructional information about illegal activities or promote physical harm or injury against any group or individual;
(k) commercialize (i.e., sell, rent, or lease) the services; or
(l) transmit any virus, worm, defect, Trojan horse, or any other item intended to destroy, surreptitiously interfere with, expropriate, or exert unauthorized control over any system or data or to defraud any person.
4. LIMITATIONS AND CONDITIONS OF THE SERVICE. We may use technology or other means to protect the services, protect our customers, or stop you from breaching this contract. These means may include, for example, filtering to stop spam or increase security. These means may hinder or break your use of the services, and you may not work around or attempt to thwart or disable any of these technical or other means. We also may, in our sole discretion, limit the: (a) rate at which the services, or any subset of them, may be called; (b) the amount of storage made available to each services account; or (c) the length of individual content segments that may be uploaded to, or served from, the services (all of the foregoing being forms of "Throttling"). We may perform this Throttling globally across all services, per end user, or on any other basis. You will not take steps to circumvent any technical measures we may put in place to enforce Throttling. We may include our trademark(s) or logo(s) provided through the services and, if we do so, you will not remove, modify, or interfere with the display or viewing of these trademarks or logos. Whether we include trademarks or logos or not, you will attribute us as the source of the translation services (in the manner that we may specify from time to time in applicable services documentation). In any display of trademarks, logos, or attribution, you will comply with the current version of our usage guidelines (which are currently located at http://www.microsoft.com/about/legal/intellectualproperty/trademarks/usage/general.mspx and http://www.microsoft.com/about/legal/intellectualproperty/trademarks/usage/windowslive.mspx).
6. HOW WE MAY CHANGE THE CONTRACT. We may modify any of the terms and conditions contained in this contract, at any time and in our sole discretion, by posting a change notice or a new agreement on http://microsofttranslator.com/dev/tou.aspx If you do not agree to these changes, then you must stop using the services. If you do not stop using the services, then your use of the services will continue under the changed contract. We may choose in the future to charge for all use of the services, or change the requirements for use that is free of charge. If we choose to change the fee requirements for the services, Microsoft will provide notice of such terms as provided herein, and you may elect to stop using the services rather than incurring fees.
7. YOUR RESPONSIBILITY. You will indemnify and hold Microsoft (and its directors, officers, affiliates, and agents) parties harmless from and against any and all loss, liability, and expense (including reasonable attorneys' fees and costs) suffered or incurred by reason of any claims, proceedings, or suits based on or arising out of any breach (or alleged breach) by you of this contract, or any part of it, or that otherwise relates to your Website(s), your application(s), or your use of the services. You will be solely responsible for defending any claim using mutually-agreed counsel, subject to Microsoft's right to participate with counsel it selects, and you will not publicize any claim or agree to any settlement that imposes any obligation or liability on Microsoft (or its directors, officers, affiliates, and agents) without Microsoft's prior written consent, in Microsoft's sole discretion.
8. RESERVATION OF RIGHTS. Microsoft and its suppliers retain all right, title, and interest in and to the services (including the API and Widget) and all intellectual property rights in any of these. This contract does not grant you any rights in any Microsoft logo, trademark, or service mark, and you will not use any logo, trademark, or service mark of Microsoft for any purpose without Microsoft's prior written approval. You will not claim or imply any sponsorship or endorsement of your Website or application by Microsoft.
9. TERM. This contract will become effective on your first use of the services. This contract may be terminated immediately for any reason or no reason and without notice by Microsoft. If this contract terminates, all rights granted to you by this contract will automatically terminate and you will cease to have any rights to use the services (including the API and Widget). We will not be liable to you for damages resulting solely from terminating this contract according to its terms. All terms of this contract that, by their nature, are intended to survive termination will survive (including §§11 and 12).
10. PRE-RELEASE. The API and Widget (and any related services) are pre-release versions. They may not work the way a final version of the API and Widget (and any such related services) would. We may change the API or Widget (or related services) for a final, commercial version. We also may not release a commercial version, in our sole discretion.
11. WE MAKE NO WARRANTY. Microsoft makes no warranties (express, implied, or otherwise), including implied warranties of merchantability, non-infringement, fitness for a particular purpose, or title, related to the services, its performance, or anything provided in relation to this contract. Without limiting the foregoing, Microsoft makes no guarantees with respect to the availability or uptime of the services or any other technologies. Microsoft may conduct maintenance on any of the services at any time, with or without notice.
12. LIABILITY LIMITATION. You can recover from Microsoft and its affiliates and suppliers only direct damages up to US$5. You cannot recover any other damages, including consequential, lost profits, special, indirect, incidental, or punitive damages. This limitation applies to anything related to the services; content (including code) on third party Internet sites, third party programs or third party conduct; viruses or other disabling features that affect your access to or use of the services; incompatibility between the services and other services, software, and hardware; delays or failures you may have in initiating, conducting, or completing any transmissions or transactions in connection with the services in an accurate or timely manner; and claims for breach of contract, breach of warranty, guarantee, or condition, strict liability, negligence, or other tort. It also applies even if this remedy does not fully compensate you for any losses or fails of its essential purpose or if Microsoft knew or should have known about the possibility of the damages. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. They also may not apply to you because your province or country may not allow the exclusion or limitation of incidental, consequential, or other damages.
13. CHANGES TO THE SERVICES; CANCELLATION OF THE SERVICES. We may change (including by removing features or charging fees for features previously provided free), update, or enhance (collectively, "modify") the services at any time and may require you to obtain and use the most recent versions. Modifications may affect your ability to use the services and may require you to change (at your sole cost) the way you previously used them. We will not be liable for any costs that you incur, or for lost profits or damages of any kind, related to any modification. We may cancel or suspend your use of the services at any time. Our cancellation or suspension may be without cause, without notice, or both. Upon cancellation, your right to use the services (including the API and Widget) stops right away. Once the services are cancelled or suspended, any data you have stored on the services may not be retrieved later.
14. INTERPRETING THE CONTRACT. All parts of this contract apply to the maximum extent permitted by law. If any term of this contract is unenforceable, the remainder will be fully enforced to effect the parties' intent. Unless stated or context requires otherwise: (a) all internal references are to this contract and its parties; (b) "days" means "calendar days"; (c) "partner" is not used as a legal term of art and does not describe or imply a partnership; (d) "may" means that the applicable party has a right, but not a concomitant duty; (e) and a party's choices under this contract are in its sole discretion, subject to any applicable duties of good faith. Lists of examples following "including" or "e.g." are not exhaustive (i.e., are interpreted to include "without limitation"), unless qualified by words such as "only" or "solely." This contract will be interpreted according to the plain meaning of its terms without any presumption that it should be construed to favor either party. The section titles in the contract do not limit the other terms of this contract.
15. ASSIGNMENT. We may assign this contract, in whole or in part, at any time with or without notice to you. You may not assign this contract, or any part of it, to any other person without our prior written consent, which will not be unreasonably withheld. Any attempt by you to do so is void. You may not transfer to anyone else, either temporarily or permanently, any rights to use the services or any part of the services.
16. NO THIRD PARTY BENEFICIARIES. This contract is solely for your and our benefit. It is not for the benefit of any other person, except for permitted successors and assigns under this contract.
17. CLAIM MUST BE FILED WITHIN ONE YEAR. Any claim related to this contract or the services may not be brought unless brought within one year. The one-year period begins on the date when the claim first could be filed. If it is not filed, then that claim is permanently barred. This applies to you and your successors. It also applies to us and our successors and assigns.
18. EXPORT. The services (including the API and Widget) are subject to United States export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the services. These laws include restrictions on destinations, end users, and end use. Additional information is provided at http://www.microsoft.com/exporting.
19. NOTICES. You may notify Microsoft by postal mail (Microsoft does not accept email notices) addressed as follows: Microsoft Corporation, Attention: LCA - Microsoft Research, One Microsoft Way, Redmond, Washington 98052-6399, USA. This contract is in electronic form, and you consent to Microsoft sending you any information related to this contract in electronic form (by email, by access to a Microsoft Website designated in an email notice to you, or by posting notice on the Microsoft Website located at http://microsofttranslator.com/dev/tou.aspx (or any successor Website that Microsoft notifies you of by email)). You may withdraw this consent, but if you do, Microsoft may terminate this contract and your right to access and use the services. Notices provided to you by email will be deemed given and received on the email transmission date. You acknowledge that, as long as you access or use the services, you must have, or have access to, the necessary software and hardware to receive these notices.
20. MISCELLANEOUS. The parties are independent contractors under this contract and do not intend to form any other relationship. Only written waivers will be effective. Each party will pay its own costs to perform (except where expressly stated otherwise). You will maintain commercially reasonable levels of insurance with commercially reasonable insurers to enable you to comply with your obligations under this contract. In relation to this contract, you will comply with all applicable laws and other requirements of governments having jurisdiction. All rights and remedies under this contract are cumulative. Except as otherwise expressly stated in this contract, this contract is the parties' entire agreement on this subject and merges and supersedes all related prior and contemporaneous communications and agreements. Except as otherwise expressly provided, this contract may only be modified in a writing that is manually signed by both parties after the Effective Date.
21. CHOICE OF LAW AND LOCATION FOR RESOLVING DISPUTES. Washington state law governs the interpretation of this contract and applies to claims for breach of it, regardless of conflict of laws principles. All other claims, including claims regarding consumer protection laws, unfair competition laws, and in tort, will be subject to the laws of your state of residence in the United States, or if you live outside the United States, the laws of the country to which we direct your services. You and we irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in King County, Washington, USA for all disputes arising out of or relating to this contract.