Microsoft Collabio Service Agreement Last Updated: July 2008

COLLABIO FACEBOOK APPLICATION

1. What the Contract Covers.

This is a contract between you and the Microsoft company referenced in section 18.  Sometimes Microsoft is referred to as “we,” “us” or “our”.  This contract applies to the Collabio services and software, including updates, content and support (if any) that you use while this contract is in force.  This contract refers to all of these as the “service.” This contract also covers your use of any additional Microsoft services that Microsoft makes available through this service and for which you sign up while this contract is in force, unless other terms accompany those services. If so, those terms apply.

You may use the service only if you agree to these terms. If you do not agree, do not use the service.  Please note that we do not provide warranties for the service.  This contract limits our liability and disclaims warranties for the service to the maximum extent permitted by law. This contract also requires you to indemnify us. Please read these sections of the contract carefully.

2. When You May Use the Service.

You may start using the service as soon as you have added the application.  No withdrawal right or other “cooling off” period applies to the service and you waive any applicable “cooling off” period, except if the law requires a “cooling off” period despite your waiver and even when a service starts right away. 

3.  How You May Use the Service.

In using the service, you will:

• comply with all laws;
• comply with any codes of conduct or other notices we provide;
• comply with the Microsoft Anti-spam Policy, which is available at http://privacy.msn.com/anti-spam;
• promptly notify us if you learn of a security breach related to the service.

4. How You May Not Use the Service.

In using the service, you may not:

• use the service in a way that is against the law or harms us or our affiliates, resellers, distributors, and/or vendors (collectively, the “Microsoft parties”), or any customer of a Microsoft party;
• use any portion of the service as a destination linked from any unsolicited bulk messages or unsolicited commercial messages (“spam”);
• upload, post, e-mail or otherwise make available any content that

o incites, advocates, or expresses pornography, obscenity, vulgarity, profanity, hatred, bigotry, racism, or gratuitous violence,

o is intended to threaten, stalk, defame, defraud, degrade, victimize, or intimidate an individual or group of individuals for any reason, including on the basis of age, gender, disability, ethnicity, sexual orientation, race, or religion, or to incite or encourage anyone else to do so, or

o is illegal or violates any laws, including laws related to adult activities and content, child pornography, criminal activities, piracy and counterfeiting, gambling, drugs, online pharmacies, copyright and other intellectual property laws, defamation, libel, and rights of privacy,

• use the service to sell, market, distribute or advertise, or facilitate the sale, marketing, distribution or advertising of

o illegal gambling (including online casinos, sports books, bingo, and poker),

o illicit drugs, pharmaceuticals, or controlled substances,

o counterfeit, pirated, or stolen goods,

o goods that are considered indecent, obscene, or pornographic,

o Nazi memorabilia,

o registered or unregistered securities, or

o any goods or services that if sold via the service would cause Microsoft or you to violate any laws and regulations,

• use any automated process or service to access and/or use the service (such as a BOT, a spider, periodic caching of information stored by Microsoft, or “meta-searching”);
• use any unauthorized means to modify or reroute, or attempt to modify or reroute, the service;
• damage, disable, overburden, or impair the service (or the network(s) connected to the service) or interfere with anyone’s use and enjoyment of the service; or
• resell or redistribute the service, or any part of the service.

5. Your Materials.

You may be able to submit materials for use in connection with the service.  Except for material that we license to you, we do not claim ownership of the materials you post or otherwise provide to us related to the service (called a “submission”). However, by posting or otherwise providing your submission, you are granting to the public free permission to:

• use, copy, distribute, display, publish and modify your submission, each in connection with the service;
• publish your name in connection with your submission; and
• grant these permissions to other persons.

This section only applies to legally permissible content and only to the extent that use and publishing of the legally permissible content does not breach the law.  We will not pay you for your submission. We may refuse to publish, and may remove your submission from the service at any time.  For every submission you make, you must have all rights necessary for you to grant the permissions in this section.

6. Privacy.

We consider your use of the service to be private. However, we may access or disclose information about you, your account and/or the content of your communications, in order to: (1) comply with the law or legal process served on us; (2) enforce and investigate potential violations of this contract; including use of this service to participate in, or facilitate, activities that violate the law; or (3) protect the rights, property, or safety of Microsoft, its employees, its customers or the public.  You consent to the access and disclosures outlined in this section.

We may use technology or other means to protect the service, 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 service.

In order to provide you the service, we may collect certain information about service performance, your machine and your service use.  We may automatically upload this information from your machine.  This data will not personally identify you.  You may read about this information collection in more detail in the privacy policy at  http://privacy.microsoft.com.

7. How We May Change the Contract.

Microsoft may change this contract at any time without notice. If we make a material change to this contract, we will notify you at least 30 days before the change takes place.  If you do not agree to the change, you must cancel and stop using the service before the change takes place. If you do not stop using the service, your continued use of the service will be under the changed contract.

8. WE MAKE NO WARRANTY.

We provide the service “as-is,” “with all faults” and “as available.”  We do not guarantee the accuracy or timeliness of information available from the service.  The Microsoft parties give no express warranties, guarantees or conditions.  You may have additional consumer rights under your local laws that this contract cannot change.  To the extent permitted by law, we exclude any implied warranties including those of merchantability, fitness for a particular purpose, workmanlike effort and non-infringement.

9.  LIABILITY LIMITATION.

You can recover from the Microsoft parties only direct damages up to an amount equal to your service fee for one month.  You cannot recover any other damages, including consequential, lost profits, special, indirect, incidental or punitive damages.

This limitation applies to anything related to:

• any matter related to the service,
• any matter related to content (that appears on the service, including advertisements and content posted by Microsoft, you and third parties,
• viruses or other disabling features that affect your access to or use of the service,
• incompatibility between the service 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 service 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
• 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.

10. Changes to the Service; If We Cancel the Service.

We may change the service or delete features at any time and for any reason.  We may cancel or suspend your service at any time.  Our cancellation or suspension may be without cause and/or without notice.  Upon service cancellation, your right to use the service stops right away.  Once the service is cancelled or suspended, any data you have stored on the service may not be retrieved later.

11. Interpreting the Contract.

All parts of this contract apply to the maximum extent permitted by law.  A court may hold that we cannot enforce a part of this contract as written.  If this happens, then you and we will replace that part with terms that most closely match the intent of the part that we cannot enforce.  The rest of this contract will not change.  This is the entire contract between you and us regarding your use of the service.  It supersedes any prior contract or statements regarding your use of the service.  If you have confidentiality obligations related to the service, those obligations remain in force (for example, you may have been a beta tester).  The section titles in the contract do not limit the other terms of this contract.

12. 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.  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 service or any part of the service.

13.  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.

14. Claim Must Be Filed Within One Year.

Any claim related to this contract or the service 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.

15. Indemnity
You agree to defend, indemnify and hold the Microsoft parties harmless from and against any and all claims, losses, liability, costs, and expenses (including attorneys' fees) arising from your use of the service, violation of this contract, or violation of any third-party's rights.

16. Your Notices to Us.

You may notify us as stated in the customer support or “help” area for the service.  We do not accept e-mail notices.

17.  Notices We Send You; Consent Regarding Electronic Information.

This contract is in electronic form. We have promised to send you certain information in connection with the service and have the right to send you certain additional information.  There may be other information regarding the service that the law requires us to send you.  We may send you this information in electronic form.  You have the right to withdraw this consent, but if you do, we may cancel your service.  We may provide required information to you:

• through your Facebook account;
• by access to a Microsoft web site that will be designated in an e-mail notice sent to you at the time the information is available; or
• by access to a Microsoft web site that will be generally designated in advance for this purpose.

Notices provided to you via Facebook will be deemed given and received on the transmission date of the e-mail.  As long as you can access and use the service, you have the necessary software and hardware to receive these notices.  If you do not consent to receive any notices electronically, you must stop using the service.

18. Contracting Party, Choice of Law and Location for Resolving Disputes.  This contract is between you and the Microsoft company for your country or region. In this section, find the country or region where you live (if you are signing up for the service as an individual person) or your business is located (if you are signing up for services for your business) in the subsections below, and in that subsection you will find the Microsoft company that is contracting with you and the choice of law and the location for resolving disputes with the Microsoft company. 

a. North and South America Region.   If you live or your business is headquartered in Argentina, Barbados, Belize, Bolivia, Brazil, Canada, Chile, Columbia, Costa Rica, Dominica, Dominican Republic, Ecuador, El Salvador, Grenada, Guatemala, Honduras, Mexico, Nicaragua, Panama, Paraguay, Peru, Puerto Rico, United States, Uruguay, or Venezuela, then you are contracting with Microsoft Corporation, One Microsoft Way, Redmond , WA 98052, United States, and 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 service.  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.

b. Europe, Middle East and Africa.  If you live or your business is headquartered in Algeria, Austria, Bahrain, Belgium, Bulgaria, Croatia, Czech Republic, Denmark, Egypt, Estonia, Finland, France, Germany, Greece, Hungary, Iraq, Ireland, Israel, Italy, Jordan, Kuwait, Latvia, Lebanon, Lithuania, Luxembourg, Montenegro, Morocco, Netherlands, Norway, Oman, Poland, Portugal, Qatar, Romania, Russia, Saudi Arabia, Serbia, Slovakia, Slovenia, South Africa, Spain, Switzerland, Sweden, Tunisia, Turkey, Ukraine, United Arab Emirates, United Kingdom, or Yemen,then you are contracting with Microsoft Luxembourg S.à.r.l., 20 Rue Eugene Ruppert, Immeuble Laccolith, 1st Floor, Luxembourg2543, and the laws of Luxembourg govern the interpretation of this is contract and apply 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 the laws of the country to which we direct your service.  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 contract.

c. Japan.  If you live or your business is headquartered in Japan, then you are contracting with Microsoft Company Ltd (MSKK), Odakyu Southern Tower, 2-2-1 Yoyogi, Shibuya-ku, Tokyo 151-8583, and the laws of Japan govern this contract and any matters arising out of or relating to this contract.  You and we irrevocably agree that exclusive original jurisdiction and venue will lie in the Tokyo District Court.

d. South Asia.  If you live or your business is headquartered in Australia, Hong Kong, Indonesia, Malaysia, New Zealand, Philippines, Singapore, or Thailand, then you are contracting with Microsoft Operations, Pte Ltd, 1 Marina Boulevard, #22-01 One Marina Blvd, Singapore 01898, and the laws of Singapore govern this contract.  You and we irrevocably agree to the exclusive jurisdiction and venue of the Singapore courts for all disputes arising out of or relating to this contract.  Any dispute arising out of or in connection with this agreement, including any question regarding its existence, validity or termination shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Center , which rules are deemed to be incorporated by reference into this clause. The Tribunal shall consist of one arbitrator to be appointed by the Chairman of SIAC. The language of arbitration shall be English. The decision of the arbitrator shall be final, binding and incontestable and may be used as a basis for judgment thereon in any country or region.

e. India.  If you live or your business is headquartered in India, then you are contracting with Microsoft Regional Sales Corporation, a corporation organized under the laws of the State of Nevada, USA, with a branch in Singapore, having its principal place of business at 438B Alexandra Road, #04-09/12, Block B, Alexandra Technopark, Singapore, 119968, and the laws of Washington state law governs this contract, regardless of conflict of laws principles.   Any dispute arising out of or in connection with this agreement, including any question regarding its existence, validity or termination shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Center , which rules are deemed to be incorporated by reference into this clause. The Tribunal shall consist of one arbitrator to be appointed by the Chairman of SIAC. The language of arbitration shall be English. The decision of the arbitrator shall be final, binding and incontestable and may be used as a basis for judgment thereon in India or elsewhere.

f. China.  If you live or your business is headquartered in China, then you are contracting with Microsoft Corporation, One Microsoft Way, Redmond, WA 98052, United States, and Washington state law governs this contract, regardless of conflict of laws principles. The jurisdiction of the state or federal courts off King County, Washington, United States is non-exclusive.

g. Korea.  If you live or your business is headquartered in Korea, then you are contracting with Microsoft Korea, Inc., POSCO Bldg, 8th Floor, 892 Daechi 4-Dong, Kangnam-Gu, Seoul, Korea 135-777, and the laws of the Republic of Korean govern this contract. You and we irrevocably agree to exclusive original jurisdiction and venue in the Seoul District Court.

h. Taiwan.  If you live or your business is headquartered in Taiwan, then you are contracting with Microsoft Taiwan Corporation, 8F, No 7 Sungren Road, Shinyi Chiu, Taipei, Taiwan 110, and the laws of Taiwan govern this contract.  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 contract.

19. Contract Interpretation
All parts of this contract apply to the maximum extent permitted by law. A court may hold that we cannot enforce a part of this contract as written. If this happens, then that part will be replaced with terms that most closely match the intent of the part that we cannot enforce. The rest of this contract will not change. This contract, together with any codes of conduct and other notices we provide, is the entire contract between Microsoft and you regarding the service. It supersedes any other contract or statements related to the service. If you have confidentiality obligations related to the service, those obligations remain in force (for example, you may have been a tester for a pre-release version of a service). The section titles in the contract do not limit the other terms of this contract.

20. Assignment
Microsoft may assign this contract, in whole or part, at any time without notice to you. You may not assign this contract, or any part of it, to any other party. Any attempt to do so is void. Instead, you may cancel your service. The other party may then establish a service account and enter into a contract with us.

21. Force Majeure
Microsoft will not be liable for any loss or damage or be deemed to be in breach of this contract due to any event or circumstance beyond its reasonable control, including, war, invasion, electrical shortages, terrorist attacks, earthquakes, or acts of God.

NOTICES

Notices and Procedure for Making Claims of Copyright Infringement

Under Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to service provider's designated agent. ALL INQUIRIES NOT RELEVANT TO THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE. See Notice and Procedure for Making Claims of Copyright Infringement at http://www.microsoft.com/info/cpyrtInfrg.htm.

Copyright and Trademark Notices

All contents of the service are Copyright © 2008 Microsoft Corporation and/or its suppliers, One Microsoft Way, Redmond, Washington 98052-6399 U.S.A. All rights reserved.

Respect Copyright

Please respect the rights of artists and creators.  Content such as music, photos and video may be protected by copyright.  People appearing in content may have a right to control use of their image.  You may not share other people’s content unless you own the rights or have permission from the owner.

Trademark Notice
Microsoft is a registered trademark of Microsoft Corporation. Trademark information is available at http://www.microsoft.com/about/legal/intellectualproperty/trademarks/default.mspx. Any rights not expressly granted are reserved.

Support

Customer support is not offered for the service, unless the materials we publish in connection with a particular service specify that it includes customer support.