This Agreement was last revised on December 1, 2014 (Effective January 1, 2015 for existing users)
Thank you for choosing Microsoft! This is an agreement between you and Microsoft Corporation (or based on where you live, one of its affiliates) that describes your rights to use the software and services described in Section 1. For your convenience, we have phrased some of the terms of this Agreement in a question and answer format. You should read the entire agreement because all of the terms are important and together create a legal agreement (this “Agreement”) that, once accepted by you, applies to you.
PLEASE BE ADVISED THAT YOU MUST SIGN UP AND USE THE SERVICES WITH AN ORGANIZATIONAL ACCOUNT (E.G., YOUR WORK OR SCHOOL EMAIL), AND THAT THE OWNER OF THE ORGANIZATIONAL DOMAIN (E.G., YOUR EMPLOYER OR SCHOOL) (“ORGANIZATION”) MAY ASSUME CONTROL OF YOUR SERVICES ACCOUNT (“ACCOUNT”) AND OBTAIN ACCESS TO YOUR DATA AND PRIOR YAMMER NETWORK ACTIVITIES.
IF YOU LIVE IN THE UNITED STATES, SECTION 7 CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER. IT AFFECTS YOUR RIGHTS ABOUT HOW TO RESOLVE ANY DISPUTE WITH MICROSOFT. PLEASE READ IT.
1. Scope of Agreement, acceptance, and changes
1.1 What services are covered by this Agreement? Yammer Basic Networks and external networks associated with a Yammer Basic Network or Yammer Enterprise Network. We refer to these services, as well as other software, websites, and services that link to this Agreement collectively as the “Services.” This Agreement does not cover Yammer Enterprise Networks, which are governed by a separate agreement.
1.2 How do I accept this Agreement? By using or accessing the Services, or by agreeing to these terms where the option is made available to you in the user interface, you agree to abide by this Agreement without modification by you. If you do not agree, you may not use the Services.
1.3 Can Microsoft change this Agreement after I have accepted it? Yes. From time to time, Microsoft may change or amend these terms. If we do, we will notify you, either through the user interface, in an email message, or through other reasonable means. If you use the Services after the date the change becomes effective, you consent to the changed terms. If you do not agree to the changes, you must stop using the Services. Otherwise, the new terms will apply to you.
1.4 What types of changes to the Services can I expect? We continuously work to improve the Services and may change the Services at any time. We may release the Services or their features in a beta version, which may not work correctly or in the same way the final version may work. From time to time we may stop providing portions of the Services. We may do so for example if it’s no longer feasible for us to provide a Service, the technology advances, customer feedback indicates a change is needed, our agreements with third parties no longer permit us to make their material available, or external issues arise that make it imprudent or impractical to continue.
1.5 What age do I have to be to use the Services? The Services are intended solely for users who are 13 years of age or older, and any registration, use or access to the Services by anyone under 13 is unauthorized, unlicensed, and in violation of this Agreement. We may terminate your Account, delete any Content or information that you have posted on the Services, or prohibit you from using or accessing the Services (or any portion, aspect or feature of the Services) for any reason, at any time in our sole discretion, with or without notice, including, without limitation, if we believe that you are under the age of 13. However, if applicable law requires that you must be older than 13 in order for us to lawfully provide you the Services (including, but not limited to, the collection, storage and use of your Content in accordance with the Privacy Statement), then the minimum age you must be to use or access the Services will be such older age. If you are between 13 years of age (14 years of age if you reside in Korea) and the age of “majority” where you live, you must have valid parent or legal guardian consent to be bound by the terms of this Agreement. If you do not know whether you have reached the age of majority where you live, or do not understand this Section 1.5, please do not create an Account before you have asked your parent or legal guardian for help. If you are the parent or legal guardian of a minor that creates an Account, you accept this Agreement on the minor’s behalf and are responsible for all use of the Account or Services. By using the Services, you represent that you have either reached the age of “majority” where you live or have valid parent or legal guardian consent to be bound by this Agreement.
1.6 Yammer Basic Networks vs. Yammer Enterprise Networks.
i. When you sign-up for the Services with an email address provided by your Organization, but absent an Admin, you are a part of a Yammer Basic Network and responsible for conducting yourself in accordance with this Agreement.
ii. From time to time, you may be asked to confirm your Account on the Services via an email message containing a hyperlink to your Organizational domain email address. If such domain email is not confirmed, your Account may be removed and we may delete information or Content associated with your Account or otherwise disassociate it from you. We are under no obligation to return Content to you if your Account has been removed.
iii. Your Organization may decide to assume control over the Services by purchasing a Yammer Enterprise Network (the use of which is not covered by this Agreement). In such a case, an Admin assumes and has full control over accounts associated with their Organization’s domain email address and may delete the Account or Content of one or more users. As such, you should regularly back-up your Content. When an Admin assumes control to establish a Yammer Enterprise Network, this Agreement no longer applies and you should ask your Admin about the agreement that applies to your use of the Yammer Enterprise Network. Microsoft may inform you that an Admin or your Organization has assumed control of your Account but is under no obligation to do so.
iv. You must adhere to your Organization’s policies, guidelines, and procedures concerning the Content you post to the Services, regardless of whether your Organization’s Yammer Network is a Yammer Basic Network or a Yammer Enterprise Network.
2.1 Who is responsible for the Content that I put on the Services? The Services enable you to communicate with others and share or store various types of Content, such as, comments, files, photos, documents, and videos. We do not claim ownership of the Content you post or otherwise provide on the Services, except for material that we license to you that may be incorporated into your own Content. You are responsible for the Content you post to the Services. You may delete your own Content from the Services, so long as you are still a user of the Services. If the owner of your organizational domain has assumed control of your Account or if you are a user of a Yammer Enterprise Network, please contact the Admin to understand your rights to the Content you posted to the Service.
2.2 Who can access my Content? You have initial control over who may access your Content. However, if you share Content in public areas of the Services, through features that permit public sharing of Content, or in shared areas available to others you have chosen, you agree that anyone you have shared Content with may, for free, use, save, reproduce, distribute, display, and transmit that Content in connection with their use of the Services and other Microsoft, or its licensees’, products and services. If you do not want others to have that ability, do not use the Services to share your Content. You represent and warrant that for the duration of this Agreement you have (and will have) all the rights necessary to the Content you upload or share on the Services and that the use of the Content, as contemplated in this Section 2.2, won’t violate any law. If you are a user of a Yammer Enterprise Network, the Admin controls your Content and your access to the Services pursuant to Section 1.6. Additionally, if the Admin has assumed control of your Account, your Admin and Organization may have access to your Content.
2.3 What does Microsoft do with my Content? When you transmit or upload Content to the Services, you are giving Microsoft the worldwide right, without charge, to use Content as necessary: to provide the Services to you, to protect you, and to improve Microsoft products and services. Microsoft uses and protects your Content as outlined in the Yammer Privacy Statement linked here: https://about.yammer.com/privacy/ (“Privacy Statement”).
2.4 What type of Content or actions are not permitted? In order to protect our customers and the Services, we have established this code of conduct (“Code of Conduct”) governing the use of the Services. Content or actions that violate the Code of Conduct or this Agreement are not permitted.
i. Do not use the Services to do anything illegal.
ii. Do not engage in any activity that exploits, harms, or threatens to harm children.
iii. Do not send spam or use your Account to help others send spam. Spam is unsolicited bulk email, postings or instant messages.
iv. Do not publicly display inappropriate images (e.g. nudity, bestiality, pornography).
v. Do not engage in activity that is false or misleading (e.g. attempts to ask for money under false pretenses, impersonating someone else).
vi. Do not engage in activity that is harmful to the Services or others (e.g. viruses, stalking, hate speech, advocating violence against others).
vii. Do not infringe upon the rights of others (e.g. unauthorized sharing of copyrighted music, resale or other distribution of photographs and other Content).
viii. Do not engage in activity that violates the privacy of others.
In many cases Microsoft is alerted to violations of the Code of Conduct through customer complaints, but we may also deploy automated technologies to detect child pornography or abusive behavior that might harm the system, our customers or others. When investigating these matters, Microsoft or its agents may review Content in order to resolve the issue. This is in addition to the uses we describe in this Agreement and the Privacy Statement.
2.5 Can Microsoft remove my Content from the Services? Yes. Microsoft will remove, limit distribution of, or disable access to your Content if we determine it’s in violation of this Agreement, we receive a complaint from another user, we receive a notice of intellectual property infringement, or other legal instruction for removal. We may also block delivery of a communication (like email or instant message) to or from the Services as part of our effort to protect the Services or our customers, or otherwise enforce the terms of this Agreement. You should back-up your Content regularly.
3. Services cancellation
3.1 What happens if I do not abide by this Agreement, don’t meet the qualifications, or Microsoft suspects fraud? If you violate this Agreement, don’t meet the qualifications, or Microsoft suspects fraud, there are a range of actions we may take including removing your Content from the Services, suspending or cancelling your access to the Services, or referring such activity to appropriate authorities. Content that is deleted may be irretrievable.
3.2 Are there other ways I could lose access to the Services? Yes. (1) Microsoft may terminate the Services at any time for any reason, (2) Microsoft may terminate your access at any time for any reason, and (3) Microsoft may stop providing portions of the Services, in accordance with Section 1.4 above. Additionally, if your Admin has assumed control of your Account, your Admin may modify or remove your access to the Services.
3.3 How can I terminate the Services? You may terminate the Services associated with your Account at any time and for any reason via your profile settings, unless the owner of your organizational domain has assumed control of your Account. In such case, speak with your Admin to terminate your Account.
3.4 What happens if my Services are canceled or terminated? If your Services are canceled or terminated, your right to use the Services stops immediately and your license to use the software related to the Services ends. You must then uninstall that software, or, alternatively, we may disable it. In addition, your access to all Content you post to the Services may be terminated, but your Content may remain in the Services for as long as the Yammer Networks in which you posted such Content remain active. We are under no obligation to notify you or return Content to you.
Your privacy is important to us. We describe how we use and protect your Content and any information we collect from you in the Privacy Statement. It is important so please read it carefully. This Agreement incorporates the Privacy Statement by reference. By using the Services or agreeing to these terms, you consent to Microsoft’s collection, use and disclosure of your Content and information as described in the Privacy Statement linked here: https://about.yammer.com/privacy/.
5. Services disruptions and backup
We strive to keep the Services up and running; however, all online services suffer occasional disruptions and outages, and Microsoft isn’t liable for any disruption or loss you may suffer as a result. You should regularly backup the Content that you store on the Services. Having a regular backup plan and following it can help you prevent loss of your Content.
6. Software and related Services
6.1 What terms govern the software that is part of the Services? Unless accompanied by a separate license agreement, any software provided by us to you as part of the Services is subject to the terms of this Agreement. The software is licensed, not sold, and Microsoft reserves all rights to the software not expressly granted by Microsoft, whether by implication, estoppel, or otherwise. If this Agreement governs the website you are viewing, any third party scripts or code, linked to or referenced from this website, are licensed to you by the third parties that own such code, not by Microsoft.
6.2 Are there things I can’t do with the software or Services? Yes. In addition to the other restrictions in this Agreement, you may not: (i) circumvent or bypass any technological protection measures in or relating to the software or Services or disassemble, decompile, or reverse engineer any software or other aspect of the Services that is included in or accessible through the Services, except and only to the extent that the applicable copyright law expressly permits doing so; (ii) separate components of the software or Services for use on different devices; (iii) publish, copy, rent, lease, or lend the software or the Services; or (iv) transfer the software, any software licenses, or any rights to access or use the Services. You may not use the Services in any unauthorized way that could interfere with anyone else’s use of them or gain access to any service, data, Account, or network. You may not enable access to the Services by unauthorized third-party applications.
6.3 How is the software updated? We may automatically check your version of the software. We may also automatically download updates to the software from time to time. You agree to accept such updates subject to these terms unless other terms accompany the updates. If so, those other terms apply. Microsoft isn’t obligated to make any updates available and doesn’t guarantee that we will support the version of the system for which you licensed the software.
7. BINDING ARBITRATION AND CLASS ACTION WAIVER IF YOU LIVE IN THE UNITED STATES
This Section 7 applies to any dispute EXCEPT DISPUTES RELATING TO THE ENFORCEMENT OR VALIDITY OF YOUR, YOUR LICENSORS’, MICROSOFT’S, OR MICROSOFT’S LICENSORS’ INTELLECTUAL PROPERTY RIGHTS. The term “dispute” means any dispute, action, or other controversy between you and Microsoft concerning the Services or this Agreement, whether in contract, warranty, tort, statute, regulation, ordinance, or any other legal or equitable basis. “Dispute” will be given the broadest possible meaning allowable under law.
7.1 Notice of Dispute. In the event of a dispute, you or Microsoft must give the other a notice of dispute, which is a written statement that sets forth the name, address and contact information of the party giving it, the facts giving rise to the dispute, and the relief requested (“Notice of Dispute”). You must send any Notice of Dispute by U.S. Mail to Microsoft Corporation, ATTN: LCA ARBITRATION, One Microsoft Way, Redmond, WA 98052-6399, U.S.A. A form is available on the Legal and Corporate Affairs (LCA) website (http://go.microsoft.com/fwlink/?LinkId=245499). Microsoft will send any Notice of Dispute to you by U.S. Mail to your address if we have it, or otherwise to your email address. You and Microsoft will attempt to resolve any dispute through informal negotiation within 60 days from the date the Notice of Dispute is sent. After 60 days, you or Microsoft may commence arbitration.
7.2 Small claims court. You may also litigate any dispute in small claims court in your county of residence or King County, Washington, U.S.A. if the dispute meets all requirements to be heard in the small claims court. You may litigate in small claims court whether or not you negotiated informally first.
7.3 Binding arbitration. If you and Microsoft do not resolve any dispute by informal negotiation or in small claims court, any other effort to resolve the dispute will be conducted exclusively by individual binding arbitration governed by the Federal Arbitration Act (“FAA”). Class arbitrations are not permitted. You are giving up the right to litigate disputes in court before a judge or jury (or participate in court as a party or class member). Instead, all disputes will be resolved before a neutral arbitrator, whose decision will be final except for a limited right of appeal under the FAA. Any court with jurisdiction over the parties may enforce the arbitrator’s award.
7.4 Class action waiver. Any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor Microsoft will seek to have any dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or other proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.
7.5 Arbitration procedure. Any arbitration will be conducted by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. If you are an individual and use the Services for personal or household use, or if the value of the dispute is $75,000 or less whether or not you are an individual or how you use the Services, its Supplementary Procedures for Consumer-Related Disputes will also apply. For more information, see www.adr.org or call 1-800-778-7879. To commence arbitration, submit the form available on the Legal and Corporate Affairs (LCA) website (http://go.microsoft.com/fwlink/?LinkId=245497) to the AAA. You agree to commence arbitration only in your county of residence or in King County, Washington, U.S.A. Microsoft agrees to commence arbitration only in your county of residence. You may request a telephonic or in-person hearing by following the AAA rules. In a dispute involving $10,000 or less, any hearing will be telephonic unless the arbitrator finds good cause to hold an in-person hearing instead. 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, and only to the extent required to satisfy your individual claim.
7.6 Arbitration fees and payments.
7.6.1 Disputes involving $75,000 or less. Microsoft will promptly reimburse your filing fees and pay the AAA’s and arbitrator’s fees and expenses. If you reject Microsoft’s last written settlement offer made before the arbitrator was appointed (“Microsoft’s last written offer”), your dispute goes all the way to an arbitrator’s decision (called an “award”), and the arbitrator awards you more than Microsoft’s last written offer, Microsoft will: (i) pay the greater of the award or $1,000; (ii) pay twice your reasonable attorneys’ fees, if any; and (iii) 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 amount of fees, costs, and expenses unless you and Microsoft agree on them.
7.6.2 Disputes involving more than $75,000. The AAA rules will govern payment of filing fees and the AAA’s and arbitrator’s fees and expenses.
7.6.3 Disputes involving any amount. In any arbitration you commence, Microsoft will seek its AAA or arbitrator’s fees and expenses, or your filing fees it reimbursed, only if the arbitrator finds the arbitration frivolous or brought for an improper purpose. In any arbitration Microsoft commences, Microsoft will pay all filing, AAA, and arbitrator’s fees and expenses. Microsoft won’t seek its attorneys’ fees or expenses from you in any arbitration. Fees and expenses are not counted in determining how much a dispute involves.
7.7 Conflict with AAA rules. This Agreement governs to the extent it conflicts with the AAA’s Commercial Arbitration Rules and Supplementary Procedures for Consumer-Related Disputes.
7.8 Claims or disputes must be filed within one year. To the extent permitted by law, any claim or dispute to which Section 7 applies must be filed within one year in small claims court (Section 7.2) or in arbitration (Section 7.3). The one-year period begins when the claim or Notice of Dispute first could be filed. If such a claim or dispute isn’t filed within one year, it’s permanently barred.
7.9 Rejecting future arbitration changes. You may reject any change Microsoft makes to Section 7 (other than address changes) by sending us notice within 30 days of the change by U.S. Mail to the address in Section 7.1. If you do, the most recent version of Section 7 before the change you rejected will apply.
7.10 Severability. If the class action waiver in Section 7.4 is found to be illegal or unenforceable as to all or some parts of a dispute, then Section 7 won’t apply to those parts. Instead, those parts will be severed and proceed in a court of law, with the remaining parts proceeding in arbitration. If any other provision of Section 7 is found to be illegal or unenforceable, that provision will be severed with the remainder of Section 7 remaining in full force and effect.
8. NO Warranties
MICROSOFT, AND OUR AFFILIATES, RESELLERS, DISTRIBUTORS, AND VENDORS, MAKE NO WARRANTIES, EXPRESS OR IMPLIED, GUARANTEES OR CONDITIONS WITH RESPECT TO YOUR USE OF THE SERVICES. YOU UNDERSTAND THAT USE OF THE SERVICES IS AT YOUR OWN RISK AND THAT WE PROVIDE THE SERVICES ON AN “AS IS” BASIS “WITH ALL FAULTS” AND “AS AVAILABLE.” MICROSOFT DOESN’T GUARANTEE THE ACCURACY OR TIMELINESS OF INFORMATION AVAILABLE FROM THE SERVICES. To the extent permitted under your local law, we exclude any implied warranties, including for merchantability, satisfactory quality, fitness for a particular purpose, workmanlike effort, and non-infringement. You may have certain rights under your local law. Nothing in this Agreement is intended to affect those rights, if they are applicable.
YOU ACKNOWLEDGE THAT computer and telecommunications systems are not fault-free and occasional periods of downtime occur. We do not guarantee the services will be uninterrupted, timely, secure, or error-free or that CONTENT loss won’t occur.
9. Limitation of Liability
If Microsoft breaches this Agreement, you agree that your exclusive remedy is to recover, from Microsoft or any affiliates, resellers, distributors, and vendors, direct damages up to USD$10.00. You can’t recover any other damages OR LOSSES, including, WITHOUT LIMITATION, DIRECT, consequential, lost profits, special, indirect, incidental, or punitive. These limitations and exclusions apply if this remedy doesn’t fully compensate you for any losses or fails of its essential purpose or if we knew or should have known about the possibility of the damages. To the maximum extent permitted by law, these limitations and exclusions apply to anything related to this Agreement such as loss of Content; any virus affecting your use of the Services; delays or failures in starting or completing transmissions or transactions; claims for breach of contract, warranty, guarantee, or condition; strict liability, negligence, misrepresentation, omission, trespass, or other tort; violation of statute or regulation; or unjust enrichment. Some or all of these limitations or exclusions may not apply to you if your state, province, or country doesn’t allow the exclusion or limitation of incidental, consequential, or other damages.
10. Microsoft contracting entity, court of venue, and applicable law
United States. If you live in (or, if you are a business, you are headquartered in) the United States, you are contracting with Microsoft Corporation, One Microsoft Way, Redmond, WA 98052, U.S.A. The laws of the state where you live govern the interpretation of this Agreement, claims for breach of it, and all other claims (including consumer protection, unfair competition, and tort claims), regardless of conflict of law principles, except that the FAA governs all provisions relating to arbitration. You and we irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in King County, Washington, for all disputes arising out of or relating to this Agreement or the Services that are heard in court (not arbitration and not small claims court).
Canada. If you live in (or if a business your principal place of business is in) Canada, you are contracting with Microsoft Corporation, One Microsoft Way, Redmond, WA 98052, U.S.A. The laws of the province where you live (or if a business your principal place of business) govern the interpretation of Agreement, claims for breach of it, and all other claims (including consumer protection, unfair competition, and tort claims), regardless of conflict of law principles. You and we irrevocably consent to the exclusive jurisdiction and venue of the courts in Ontario for all disputes arising out of or relating to this Agreement or the Services.
North or South America outside the United States and Canada. If you live in (or if a business your principal place of business is in) North or South America outside the United States and Canada, you are contracting with Microsoft Corporation, One Microsoft Way, Redmond, WA 98052, U.S.A. Washington State law governs the interpretation of this Agreement 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 the country to which Microsoft directs your Services.
Europe. If you live in (or if a business your principal place of business is in) Europe, and you are using cost-free portions of the Services, you are contracting with Microsoft Corporation, One Microsoft Way, Redmond, WA 98052, U.S.A. The laws of Washington State, U.S.A. govern all claims related to cost-free Services, without prejudice to the mandatory law provisions which apply in the country to which we direct your Services. If you have paid to use a portion of the Services, you are contracting with Microsoft Luxembourg S.à.r.l., 20 Rue Eugene Ruppert, Immeuble Laccolith, 1st Floor, L-2543 Luxembourg. The laws of the country to which we direct your Services govern all claims relating to paid Services, including consumer protection claims.
Middle East or Africa. If you live in (or if a business your principal place of business is in) the Middle East or Africa, and you are using cost-free portions of the Services, you are contracting with Microsoft Corporation, One Microsoft Way, Redmond, WA 98052, U.S.A. The laws of Washington State, U.S.A. govern all claims related to cost-free Services, without prejudice to the mandatory law provisions which apply in the country to which we direct your Services. If you have paid to use a portion of the Services, you are contracting with Microsoft Luxembourg S.à.r.l., 20 Rue Eugene Ruppert, Immeuble Laccolith, 1st Floor, L-2543 Luxembourg. For all Services, the laws of Luxembourg govern the interpretation of this Agreement and apply to claims for breach of it, regardless of conflict of laws principles. All other claims (including consumer protection, unfair competition, and tort claims) will be subject to the laws of the country to which we direct your Services. You and we irrevocably agree to the exclusive jurisdiction and venue of the Luxembourg courts for all disputes arising out of or relating to this Agreement or the Services.
Asia or the South Pacific (unless your country is specifically called out below). Unless your country is specifically called out below, if you live in (or if a business your principal place of business is in) Asia or the South Pacific, and you are using cost-free portions of the Services, you are contracting with Microsoft Corporation, One Microsoft Way, Redmond, WA 98052, U.S.A. If you have paid to use a portion of the Services, you are contracting with Microsoft Regional Sales Corp., a corporation organized under the laws of the State of Nevada, U.S.A., with a branch in Singapore, having its principal place of business at 438B Alexandra Road, #04-09/12, Block B, Alexandra Technopark, Singapore, 119968. For all Services, Washington State law governs this Agreement and the Services. Any dispute arising out of or in connection with the Services or this Agreement, including any question regarding their existence, validity, or termination, will be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Center (SIAC), which rules are deemed to be incorporated by reference into this clause. The Tribunal will consist of one arbitrator to be appointed by the Chairman of SIAC. The language of arbitration will be English. The decision of the arbitrator will be final, binding, and incontestable, and it may be used as a basis for judgment in any country or region.
Japan. If you live in (or if a business your principal place of business is in) Japan, and you are using cost-free portions of the Services, you are contracting with Microsoft Corporation, One Microsoft Way, Redmond, WA 98052, U.S.A. If you have paid to use a portion of the Services, you are contracting with Microsoft Japan Co., Ltd (MSKK), Shinagawa Grand Central Tower, 2-16-3 Konan Minato-ku, Tokyo 108-0075. For all Services, the laws of Japan govern this Agreement and any matters arising out of or relating to it or the Services. You and we irrevocably agree to the exclusive original jurisdiction and venue of the Tokyo District Court for all disputes arising out of or relating to this Agreement or the Services.
China. If you live in (or if a business your principal place of business is in China), you are contracting with Microsoft Corporation, One Microsoft Way, Redmond, WA 98052, U.S.A. As to those Services, Washington State law governs this Agreement and the Services, regardless of conflict of laws principles. The jurisdiction of the state or federal courts in King County, Washington, USA, is non-exclusive.
Republic of Korea. If you live in (or if a business your principal place of business is in) Korea and you are using cost-free portions of the Services, you are contracting with Microsoft Corporation, One Microsoft Way, Redmond, WA 98052, U.S.A. If you have paid to use a portion of the Services, you are contracting with Microsoft Korea, Inc., 6th Floor, POSCO Center, 892 Daechi-Dong, Kangnam-Gu, Seoul, 135-777, Korea. For all Services, the laws of the Republic of Korea govern this Agreement and the Services. You and we irrevocably agree to exclusive original jurisdiction and venue of the Seoul Central District Court for all disputes arising out of or relating to this Agreement or the Services.
Taiwan. If you live in (or if a business your principal place of business is in) Taiwan and you are using cost-free portions of the Services, you are contracting with Microsoft Corporation, One Microsoft Way, Redmond, WA 98052, U.S.A. If you have paid to use a portion of the Services, you are contracting with Microsoft Taiwan Corp., 8F, No 7 Sungren Road, Shinyi Chiu, Taipei, Taiwan 110. For all Services, the laws of Taiwan govern this Agreement and the Services. You and we irrevocably designate the Taipei District Court as the court of first instance having jurisdiction over any disputes arising out of or in connection with this Agreement or the Services.
11. Third-party websites, non-Microsoft products and third-party software components
11.1 Third-Party websites. You may be able to access third-party websites or services via the Services. Microsoft isn’t responsible for third-party websites, services, or material available through those third-party services. You are solely responsible for your dealings with third parties (including advertisers). Your use of third-party websites or services may be subject to that third party’s terms and conditions.
11.2 Non-Microsoft Products. Microsoft may make non-Microsoft products or services (“Non-Microsoft Product”) available via the Services. If you install or use any Non-Microsoft Product with the Services, you may not do so in any way that would subject Microsoft’s intellectual property or technology to obligations beyond those expressly included in this Agreement. Microsoft assumes no responsibility or liability whatsoever for the Non-Microsoft Product. You are solely responsible for any Non-Microsoft Product that you install or use with the Services.
11.3 Third-party Software Components. The software provided by us to you as part of the Services may contain third party software components. Unless otherwise disclosed in that software, Microsoft, not the third party, licenses these components to you under Microsoft’s license terms and notices.
12. Digital Rights Management
If you access material protected with digital rights management (DRM), the DRM software may automatically request media usage rights from a rights server online and download and install DRM updates so that you can play the material.
13. Microsoft .NET Framework software
The software may contain Microsoft .NET Framework software. This software is part of Windows. The license terms for Windows apply to your use of the .NET Framework software.
This Section, and Sections 1.3, 1.5, 2.2, 4, 6, 7, 8, 9, 10, 11, 15, 16, 17, 18, 21, 22, 25, and those that by their terms apply after it ends will survive any termination or cancellation of this Agreement.
15. Assignment and transfer
We may assign this Agreement, in whole or in part, at any time without notice to you. You may not assign this Agreement or transfer any rights to use the Services.
16. Consent to electronic notices provided by Microsoft about the Services
You consent to Microsoft providing you notifications about the Services or information the law requires us to provide via email to the address that you specified when you signed up for the Services. Notices emailed to you will be deemed given and received when the email is sent. If you do not consent to receive notices electronically, you must stop using the Services. You may notify Microsoft by providing written notice to the applicable Microsoft contracting entity pursuant to Section 10.
17. Contract interpretation
This is the entire Agreement between you and Microsoft for your use of the Services. It supersedes any prior agreements between you and Microsoft regarding your use of the Services. All parts of this Agreement apply to the maximum extent permitted by relevant law. If a court or arbitrator holds that we can’t enforce a part of this Agreement as written, we may replace those terms with similar terms to the extent enforceable under the relevant law, but the rest of this Agreement won’t change and remains in effect. Section 7.10 says what happens if parts of Section 7 (arbitration and class action waiver) are found to be illegal or unenforceable. Section 7.10 prevails over this Section 17 if inconsistent with it.
18. No third-party beneficiaries
This Agreement is solely for your and our benefit. It isn’t for the benefit of any other person, except for Microsoft’s successors and assigns.
19. Font components
You may use the fonts to display and print material only while using the Services. You may not circumvent any embedding restrictions in the fonts.
You understand and agree that we are not obligated to provide you any support concerning your use of the Services. However, if you have any questions about the Services, we encourage you to post a question on the Yammer Community Public Forum.
Where we have provided you with a translation of the English language version of this Agreement or any other documentation, you agree that the translation is provided for your convenience only and that the English language version of this Agreement and any other documentation will govern your use of the Services and your relationship with us.
22. Waiver of non-competition provision
23. Export restrictions
Microsoft’s free software and services are subject to United States and other jurisdictions’ export and technology laws and you agree to comply with all such applicable laws and regulations that apply to the software and/or services. United States government permission is required to transfer these free software and services to governments of any embargoed country or certain prohibited parties. Please see the U.S. Department of Treasury website (http://go.microsoft.com/fwlink/?LinkID=243206) for more information. Additionally, paid services are subject to United States export laws and regulations with which you must comply. These laws include restrictions on destinations, end users, and end use. For additional information, see Exporting Microsoft Products website (http://www.microsoft.com/exporting).
24. Notices regarding intellectual property issues
24.1 Notices and procedure for making claims of intellectual property infringement. Microsoft respects the intellectual property rights of third parties. If you wish to send a notice of intellectual property infringement, including claims of copyright infringement, please use our procedures for submitting Notices of Infringement (https://www.microsoft.com/info/cpyrtInfrg.aspx). ALL INQUIRIES NOT RELEVANT TO THIS PROCEDURE WILL NOT RECEIVE A RESPONSE.
Microsoft uses the process set out in Title 17, United States Code, Section 512(c)(2) to respond to notices of copyright infringement. In appropriate circumstances, Microsoft may also disable or terminate accounts of users of Microsoft services who may be repeat infringers.
24.2 Notices and procedures regarding intellectual property concerns in advertising. Please review our Intellectual Property Guidelines (http://go.microsoft.com/fwlink/?LinkId=243207) regarding intellectual property concerns on our advertising network.
24.3 Copyright and trademark notices. All portions of the Services are Copyright © 2013 Microsoft Corporation and/or its suppliers, One Microsoft Way, Redmond, WA 98052, U.S.A. All rights reserved. We or our suppliers own the title, copyright, and other intellectual property rights in the Services and its content. Microsoft and the names, logos, and icons of all Microsoft products, software, and services may be either trademarks or registered trademarks of Microsoft in the United States and/or other countries. The names of actual companies and products may be the trademarks of their respective owners. Any rights not expressly granted in this Agreement are reserved. Certain software used in certain Microsoft website servers is based in part on the work of the Independent JPEG Group. Copyright © 1991-1996 Thomas G. Lane. All rights reserved. “gnuplot” software used in certain Microsoft website servers is copyright © 1986-1993 Thomas Williams, Colin Kelley. All rights reserved.
Unless otherwise defined in this Agreement, the following terms are defined as follows:
“Admin” means the administrator responsible for overseeing the use of, and monitoring the Content posted to, a Yammer Enterprise Network.
“Content” means all conversations, files, images, videos, and other content posted or otherwise provided to the Service by a user.
“Yammer Basic Network” means a Yammer Network where the owner of the organizational domain has not assumed control of such Yammer Network, is unmanaged by an Admin, and includes only users of free Yammer basic services.
“Yammer Enterprise Network” means a Yammer Network where the owner of the organizational domain has assumed control of such Yammer Network, is managed by an Admin, and has been upgraded from a Yammer Basic Network by the organization whose email domain defines that network.
“Yammer Network” means the network for using the Services defined by an Organization’s email domain. For example, all users who sign up with a “contoso.com” email address would be part of the Contoso Yammer Network. In addition, an Organization may invite users with different email domain names to their Yammer Network as “guest users” or as participants in external networks associated with that Yammer Network.