MICROSOFT SOFTWARE LICENSE TERMS

These license terms are an agreement between you and Microsoft Corporation (or one of its affiliates). They apply to the software named above, which includes the media on which you received it, if any. The terms also apply to any Microsoft services or software updates (except to the extent such services or updates are accompanied by new or additional terms, in which case those different terms apply prospectively and do not alter your or Microsoft’s rights relating to pre-updated software or services).  IF YOU COMPLY WITH THESE LICENSE TERMS, YOU HAVE THE RIGHTS BELOW FOR EACH SERVER YOU PROPERLY LICENSE. BY USING THE SOFTWARE, YOU ACCEPT THESE TERMS.IF YOU DO NOT ACCEPT THEM, DO NOT USE THE SOFTWARE. INSTEAD, RETURN IT TO THE RETAILER FOR A REFUND OR CREDIT. If you cannot obtain a refund there, contact Microsoft or the Microsoft affiliate serving your country for information about Microsoft’s refund policies. See www.microsoft.com/worldwide. In the United States and Canada, call (800) MICROSOFT or see www.microsoft.com/info/nareturns.htm.

1.   OVERVIEW.

1.1       Software. The software includes

·server software, and

·additional software that may only be used with the server software directly, or indirectly through other additional software.

1.2       License Model. The software is licensed based on either the:

·Core License Model – the number of physical and/or virtual cores in the server; or

·Server + Client – the number of operating system environments (OSEs) in which the server software is run, and the number of devices and users that access instances of server software.

1.3       Licensing Terminology.

·Instance. You create an “instance” of the software by executing the software’s setup or install procedure. You also create an instance of the software by duplicating an existing instance. References to the “software” in this agreement include “instances” of the software.

·Run an Instance. You “run an instance” of the software by loading it into memory and executing one or more of its instructions. Once running, an instance is considered to be running (whether or not its instructions continue to execute) until it is removed from memory.

·Operating System Environment (“OSE”). An “operating system environment” or “OSE” is

(i)all or part of an operating system instance, or all or part of a virtual (or otherwise emulated) operating system instance which enables separate machine identity (primary computer name or similar unique identifier) or separate administrative rights; and

(ii)instances of applications, if any, configured to run on the operating system instance or parts identified above.

A physical hardware system can have either or both of the following:

·one physical operating system environment;

·one or more virtual operating system environments.

A physical operating system environment is configured to run directly on a physical hardware system. The operating system instance used to run hardware virtualization software or to provide hardware virtualization services (e.g. Microsoft virtualization technology or similar technologies) is considered part of the physical operating system environment.

A virtual operating system environment is configured to run on a virtual (or otherwise emulated) hardware system.

·Server. A server is a physical hardware system capable of running server software. A hardware partition or blade is considered to be a separate physical hardware system.

·Physical Core. A physical core is a core in a physical processor.  A physical processor consists of one or more physical cores.

·Hardware Thread.  A hardware thread is either a physical core or a hyper-thread in a physical processor. 

·Virtual Core. A virtual core is the unit of processing power in a virtual (or otherwise emulated) hardware system.  A virtual core is the virtual representation of one or more hardware threads.  Virtual OSEs use one or more virtual cores.  

·Assigning a License. To assign a license is to designate that license to a server, device or user as indicated below.

2.   USE RIGHTS FOR CORE LICENSE MODEL.

2.1       Licensing a Server. Before you run instances of the server software on a server, you must determine the number of software licenses required and assign those licenses to that server as described below.

2.2       Determining the Number of Licenses Required.You have two license options:

(a)Physical Cores on a Server. You may license based on all of the physical cores on the server.  If you choose this option, the number of licenses required equals the number of physical cores on the server subject to a minimum of four licenses per processor.

(b)Individual Virtual OSE. You may license based on the virtual OSEs within the server in which you run the server software.  If you choose this option, for each virtual OSE in which you run the server software, you need a number licenses equal to the number of virtual cores in the virtual OSE, subject to a minimum requirement of four licenses per virtual OSE. In addition, if any of these virtual cores is at any time mapped to more than one hardware thread, you need a license for each additional hardware thread mapped to that virtual core. Those licenses count toward the minimum requirement of four licenses per virtual OSE. 

2.3       Assigning the Required Number of Licenses to the Server.

(a)Initial Assignment. After you determine the number of software licenses required for a server, you must assign that number of licenses to that server. The server to which a license is assigned is considered the “licensed server” for such license. You may not assign a license to more than one server. A hardware partition or blade is considered a separate server.

(b)Reassignment. You may reassign a license, but not within 90 days of its last assignment. You may reassign a license sooner if you retire the licensed server to which the license is assigned due to permanent hardware failure. If you reassign a license, the server to which you reassign the license becomes the new licensed server for that license.

2.4       Running Instances of the Server Software. Your right to run instances of the server software depends on the option chosen to determine the number of software licenses required:

(a)  Physical Cores on a Server.  For each server to which you have assigned the required number of licenses as provided in Section 2.2(a), you may run on the licensed server any number of instances of the server software in the physical OSE.

(b) Individual Virtual OSEs. For each virtual OSE for which you have assigned the required number of licenses as provided in section 2.2(b), you have the right to run any number of  instances of the software in that virtual OSE. 

2.5       Running Instances of the Additional Software.You may run or otherwise use any number of instances of the additional software listed below in physical or virtual OSEs on any number of devices. You may use the additional software only with the server software directly, or indirectly through other additional software.

·Data Quality Client

·SQL Client Connectivity SDK

·Client Tools SDK

·Client Tools Backwards Compatibility

·Client Tools Connectivity

·Distributed Replay Client

·Distributed Replay Controller

2.6       Creating and Storing Instances on Your Servers or Storage Media. You have the additional rights listed below for each software license you acquire.

(a)  You may create any number of instances of the server software and additional software.

(b) You may store instances of the server software and additional software on any of your servers or storage media.

(c)  You may create and store instances of the server software and additional software solely to exercise your right to run instances of the server software under any of your software licenses as described (e.g., you may not distribute instances to third parties).

2.7       No Client Access Licenses (CALs) Required for Access. Under this core license model, you do not need CALs for users or devices to access your instances of the server software.

3.   USE RIGHTS FOR SERVER + CLIENT ACCESS LICENSE MODEL

3.1       Assigning the License to the Server.

(a)  Initial Assignment. Before you run any instance of the server software under a software license, you must assign that license to one of your servers. That server is considered the “licensed server” for such license. You may not assign the same license to more than one server, but you may assign other software licenses to the same server.  A hardware partition or blade is considered to be a separate server.

(b)Reassignment. You may reassign a software license, but not within 90 days of the last assignment. You may reassign a software license sooner if you retire the licensed server due to permanent hardware failure. If you reassign a license, the server to which you reassign the license becomes the new licensed server for that license.

3.2       Running Instances of the Server Software. For each software license you assign to the server,you may run any number of instances of the server software in one physical or virtual OSE on the licensed server at a time.

3.3       Running Instances of the Additional Software. You may run or otherwise use any number of instances of the additional software listed below in physical or virtual OSEs on any number of devices. You may use the additional software only with the server software directly, or indirectly through other additional software.

·Data Quality Client

·SQL Client Connectivity SDK

·Client Tools SDK

·Client Tools Backwards Compatibility

·Client Tools Connectivity

·Distributed Replay Client

·Distributed Replay Controller

3.4       Creating and Storing Instances on Your Servers or Storage Media. You have the additional rights listed below for each software license you acquire.

(a)  You may create any number of instances of the server software and additional software.

(b) You may store instances of the server software and additional software on any of your servers or storage media.

(c)  You may create and store instances of the server software and additional software solely to exercise your right to run instances of the server software under any of your software licenses as described (e.g., you may not distribute instances to third parties).

3.5       Client Access Licenses (CALs).

(a)Initial Assignment of CALs. You must acquire and assign a SQL Server 2019 CAL to each device or user that accesses your instances of the server software directly or indirectly. A hardware partition or blade is considered to be a separate device.

·You do not need CALs for any of your servers licensed to run instances of the server software.

·You do not need CALs for up to two devices or users to access your instances of the server software only to administer those instances.

·Your CALs permit access to your instances of earlier versions, but not later versions, of the server software.  If you are accessing instances of an earlier version, you may also use CALs corresponding to that version.

(b)Types of CALs.  There are two types of CALs: one for devices and one for users. Each device CAL permits one device, used by any user, to access instances of the server software on your licensed servers. Each user CAL permits one user, using any device, to access instances of the server software on your licensed servers. You may use a combination of device and user CALs.

(c)Reassignment of CALs.  You may

·permanently reassign your device CAL from one device to another, or your user CAL from one user to another; or

·temporarily reassign your device CAL to a loaner device while the first device is out of service, or your user CAL to a temporary worker while the user is absent.

4.   ADDITIONAL LICENSING REQUIREMENTS AND/OR USE RIGHTS.

4.1       Alternative Versions and Editions. In place of any permitted instance, you may create, store and use an instance of any earlier version, lower edition or an earlier version of a lower edition.

            This agreement applies to your use of these other versions or editions in this manner.  If the earlier version or edition includes components not covered in this agreement, the terms that are associated with those components in the earlier version or edition apply to your use of them. Microsoft is not obligated to supply any prior or different versions or editions of the software to you.

            The software may include more than one version, such as 32-bit and 64-bit.  For each instance of the software that you are permitted to create, store and run, you may use either version.

4.2       Maximum Instances.  The software or your hardware may limit the number of instances of the server software that can run in physical or virtual OSEs on the server.

4.3       Multiplexing. Hardware or software you use to

·pool connections,

·reroute information, or

·reduce the number of devices or users that directly access or use the software

      (sometimes referred to as “multiplexing” or “pooling”), does not reduce the number of licenses of any type that you need.

4.4       No Separation of Server Software. You may not separate the server software for use in more than one OSE under a single license, unless expressly permitted. This applies even if the OSEs are on the same physical hardware system.

4.5       SQL Server Reporting Services Map Report Item. SQL Server Reporting Services Map Report Item may use Bing Maps. You may only use the content provided through Bing Maps, including geocodes, within SQL Server Reporting Services Report Map Item. Your use of Bing Maps is also governed by the Microsoft Bing Maps and MapPoint Web Service End User Terms of Use and Embedded Maps Service Terms of Use available at http://go.microsoft.com/?linkid='9710837' and the Microsoft Privacy Statement available at http://go.microsoft.com/fwlink/?LinkID='248686'.

4.6       Big Data Clusters (BDC). You must be a volume licensing customer with software assurance to use BDC functionality.  You may not use BDC if you have not validly acquired a license for BDC from Microsoft or its licensed distributors.  For information about licensing BDC visit:  https://go.microsoft.com/fwlink/?linkid='2102541'

4.7       Included Microsoft Programs. The software includes other Microsoft programs listed at https://go.microsoft.com/fwlink/?linkid='2102146'. Microsoft is making these programs available to you as a convenience only and these programs are licensed and supported under their own separate terms and policies. You may only use these programs in conjunction with the software licensed here. If you do not agree to the license terms for these programs, you may not use them.

4.8       Font Components. While the software is running, you may use its fonts to display and print content. You may only

• embed fonts in content as permitted by the embedding restrictions in the fonts, and

• temporarily download them to a printer or other output device to help print content.

5.   THIRD PARTY SOFTWARE.The software may include third party applications that are licensed to you under this agreement or under their own terms. License terms, notices, and acknowledgements, if any, for the third party applications may be accessible online at http://aka.ms/thirdpartynotices or in an accompanying notices file. Even if such applications are governed by other agreements, the disclaimer, limitations on, and exclusions of damages below also apply to the extent allowed by applicable law.

6.   PRODUCT KEYS. The software requires a key to install or access it.  You are responsible for use of the keys assigned to you.  You may not share the keys with third parties.  You may not use keys assigned to third parties.

7.   DATA COLLECTION. The software may collect information about you and your use of the software and send that to Microsoft. Microsoft may use this information to provide services and improve Microsoft’s products and services. Your opt-out rights, if any, are described in the product documentation. Some features in the software may enable collection of data from users of your applications that access or use the software. If you use these features to enable data collection in your applications, you must comply with applicable law, including getting any required user consent, and maintain a prominent privacy policy that accurately informs users about how you use, collect, and share their data. You can learn more about Microsoft’s data collection and use in the product documentation and the Microsoft Privacy Statement at https://go.microsoft.com/fwlink/?LinkId='521839.' You agree to comply with all applicable provisions of the Microsoft Privacy Statement including the SQL Server privacy supplement: http://go.microsoft.com/fwlink/?linkid='868444'

8.   BENCHMARK TESTING. You must obtain Microsoft's prior written approval to disclose to a third party the results of any benchmark test of the software.

10.UPDATES.  The software may periodically check for updates and download and install them for you. You may obtain updates only from Microsoft or authorized sources. Microsoft may need to update your system to provide you with updates. You agree to receive these automatic updates without any additional notice. Updates may not include or support all existing software features, services, or peripheral devices.

11. SCOPE OF LICENSE. The software is licensed, not sold. Microsoft reserves all other rights. Unless applicable law gives you more rights despite this limitation, you will not (and have no right to):

·work around any technical limitations in the software that only allow you to use it in certain ways;

·reverse engineer, decompile or disassemble the software;

·remove, minimize, block, or modify any notices of Microsoft or its suppliers in the software;

·use the software in any way that is against the law or to create or propagate malware;

·share or distribute the software

·publish the software, including any application programming interfaces included in the software, for others to copy;

·share or otherwise distribute documents, text or images created using the software Data Mapping Services features;

·rent, lease or lend the software; or

·provide the software as a hosted solution for others to use.

      Rights to access the software on any device do not give you any right to implement Microsoft patents or other Microsoft intellectual property in software or devices that access that device.

12. BACKUP COPY. You may make one backup copy of the software media. You may use it only to create instances of the software.

13. DOCUMENTATION. Any person that has valid access to your computer or internal network may copy and use the documentation for your internal, reference purposes.

14. NOT FOR RESALE SOFTWARE. You may not sell software marked as “NFR” or “Not for Resale.”

15. TRANSFER TO A THIRD PARTY. The provisions of this section do not apply if you acquired the software in the European Economic Area (EEA) and only transfer it to another person or entity within the EEA, in which case any transfer of the software and the right to use it must comply with applicable law.  The first user of the software may transfer it and this agreement directly to a third party. Before the transfer, that party must agree that this agreement applies to the transfer and use of the software. The transfer must include the software and the Proof of License label. The first user may not retain any instances of the software unless that user also retains another license for the software. The first user may not retain any instances of the software unless that user also retains another license for the software.  Nothing in this agreement prohibits the transfer of software to the extent allowed under applicable law if the distribution right has been exhausted.

16. EXPORT RESTRICTIONS. You must comply with all domestic and international export laws and regulations that apply to the software, which include restrictions on destinations, end users, and end use. For further information on export restrictions, visit http://aka.ms/exporting.

17. SUPPORT SERVICES. Microsoft provides support services for the software as described at www.support.microsoft.com/common/international.aspx.

18. ENTIRE AGREEMENT. This agreement, and any other terms Microsoft may provide for supplements, updates, or third-party applications, is the entire agreement for the software.

19.  APPLICABLE LAW AND PLACE TO RESOLVE DISPUTES.  If you acquired the software in the United States or Canada, the laws of the state or province where you live (or, if a business, where your principal place of business is located) govern the interpretation of this agreement, claims for its breach, and all other claims (including consumer protection, unfair competition, and tort claims), regardless of conflict of laws principles. If you acquired the software in any other country, its laws apply. If U.S. federal jurisdiction exists, you and Microsoft consent to exclusive jurisdiction and venue in the federal court in King County, Washington for all disputes heard in court. If not, you and Microsoft consent to exclusive jurisdiction and venue in the Superior Court of King County, Washington for all disputes heard in court.

20. LEGAL EFFECT. This agreement describes certain legal rights. You may have other rights under the laws of your state or country. You may also have rights with respect to the party from whom you acquired the software. This agreement does not change your rights under the laws of your state or country if the laws of your state or country do not permit it to do so.

21. CONSUMER RIGHTS; REGIONAL VARIATIONS. This agreement describes certain legal rights. You may have other rights, including consumer rights, under the laws of your state, province, or country. Separate and apart from your relationship with Microsoft, you may also have rights with respect to the party from which you acquired the software. This agreement does not change those other rights if the laws of your state, province, or country do not permit it to do so. For example, if you acquired the software in one of the below regions, or mandatory country law applies, then the following provisions apply to you:

a)   Australia. You have statutory guarantees under the Australian Consumer Law and nothing in this agreement is intended to affect those rights.

b)   Canada. If you acquired this software in Canada, you may stop receiving updates by turning off the automatic update feature, disconnecting your device from the Internet (if and when you re-connect to the Internet, however, the software will resume checking for and installing updates), or uninstalling the software. The product documentation, if any, may also specify how to turn off updates for your specific device or software.

c)   Germany and Austria.

i.    Warranty. The properly licensed software will perform substantially as described in any Microsoft materials that accompany the software. However, Microsoft gives no contractual guarantee in relation to the licensed software.

ii.   Limitation of Liability. In case of intentional conduct, gross negligence, claims based on the Product Liability Act, as well as, in case of death or personal or physical injury, Microsoft is liable according to the statutory law.

Subject to the foregoing clause ii., Microsoft will only be liable for slight negligence if Microsoft is in breach of such material contractual obligations, the fulfillment of which facilitate the due performance of this agreement, the breach of which would endanger the purpose of this agreement and the compliance with which a party may constantly trust in (so-called "cardinal obligations"). In other cases of slight negligence, Microsoft will not be liable for slight negligence.

22.LIMITATION ON AND EXCLUSION OF DAMAGES. YOU CAN RECOVER FROM MICROSOFT AND ITS SUPPLIERS ONLY DIRECT DAMAGES UP TO THE AMOUNT YOU PAID FOR THE SOFTWARE. YOU CANNOT RECOVER ANY OTHER DAMAGES, INCLUDING CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES.

This limitation applies to

·anything related to the software, services, content (including code) on third party Internet sites, or third party programs, and

·claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort to the extent permitted by applicable law.

It also applies even if

·repair, replacement or a refund for the software does not fully compensate you for any losses, 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 limitation or exclusion may not apply to you. They also may not apply to you because your country may not allow the exclusion or limitation of incidental, consequential or other damages.

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LIMITED WARRANTY

Microsoft warrants that properly licensed software will perform substantially as described in any Microsoft materials that accompany the software. This limited warranty does not cover problems that you cause, or that arise when you fail to follow instructions, or that are caused by events beyond Microsoft’s reasonable control. The limited warranty starts when the first user of your copy of the software acquires that copy and lasts for one year. Any supplements, updates, or replacement software that you may receive from Microsoft during that year are also covered, but only for the remainder of that one-year period or for 30 days, whichever is longer. Transferring the software will not extend the limited warranty.

Microsoft gives no other express warranties, guarantees, or conditions. Microsoft excludes all implied warranties and conditions, including those of merchantability, fitness for a particular purpose, and non-infringement. If your local law does not allow the exclusion of implied warranties, then any implied warranties, guarantees, or conditions last only during the term of the limited warranty and are limited as much as your local law allows. If your local law requires a longer limited warranty term, despite this agreement, then that longer term will apply, but you can recover only the remedies this agreement allows.

If Microsoft breaches its limited warranty, it will, at its election, either: (i) repair or replace the software at no charge, or (ii) accept return of the software (or at its election the Microsoft branded device on which the software was preinstalled) for a refund of the amount paid, if any.  These are your only remedies for breach of this limited warranty. This limited warranty gives you specific legal rights, and you may also have other rights which vary from state to state or country to country.

Except for any repair, replacement, or refund Microsoft may provide, you may not recover under this limited warranty, under any other part of this agreement, or under any theory, any damages or other remedy, including lost profits or direct, consequential, special, indirect, or incidental damages. The damage exclusions and remedy limitations in this agreement apply even if repair, replacement or a refund does not fully compensate you for any losses, if Microsoft knew or should have known about the possibility of the damages, or if the remedy fails of its essential purpose. Some states and countries do not allow the exclusion or limitation of incidental, consequential, or other damages, so those limitations or exclusions may not apply to you. If your local law allows you to recover damages from Microsoft even though this agreement does not, you cannot recover more than you paid for the software (or up to $50 USD if you acquired the software for no charge).

WARRANTY PROCEDURES

For service or a refund you must provide a copy of your proof of purchase and comply with Microsoft’s return policies, which might require you to uninstall the software and return it to Microsoft or return the software with the entire Microsoft branded device on which the software is installed; the certificate of authenticity label including the product key (if provided with your device) must remain affixed.

1.        United States and Canada. For limited warranty service or information about how to obtain a refund for software acquired in the United States or Canada, contact Microsoft via telephone at (800) MICROSOFT; via mail at Microsoft Customer Service and Support, One Microsoft Way, Redmond, WA 98052-6399; or visit (aka.ms/nareturns).

2.        Europe, Middle East, and Africa. If you acquired the software in Europe, the Middle East, or Africa, Microsoft Ireland Operations Limited makes the limited warranty. To make a claim under the limited warranty, you must contact either Microsoft Ireland Operations Limited, Customer Care Centre, Atrium Building Block B, Carmanhall Road, Sandyford Industrial Estate, Dublin 18, Ireland, or the Microsoft affiliate serving your country (aka.ms/msoffices).

3.        Australia. If you acquired the software in Australia, contact Microsoft to make a claim at 13 20 58; or Microsoft Pty Ltd, 1 Epping Road, North Ryde NSW 2113 Australia.

4.        Other countries. If you acquired the software in another country, contact the Microsoft affiliate serving your country (aka.ms/msoffices).