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Universal License Terms

The license terms that apply to the use of each licensed Product are the Universal License Terms, the applicable License Model terms and any Product-Specific License Terms in the Product Entry.

Universal License Terms

These license terms apply to Customer’s use of all Microsoft software licensed under Customer’s SPLA.

Definitions

Terms used and not defined in this document have the meanings assigned to them in Customer’s SPLA.

Customer’s Use Rights

If Customer complies with its SPLA, including the SPUR, Customer may use the software as expressly permitted in the SPUR. Customer needs a License for each Product and separately licensed functionality used on a device or by a user.

Rights to Use Other Versions

For any permitted copy or Instance, Customer may create, store, install, run or access in place of the version licensed, a copy or Instance of a prior version, different permitted language version, different available platform version (for example, 32 bit or 64 bit) or a permitted lower edition. The use rights for the licensed version still apply. Licenses for prior versions and lower editions do not satisfy the licensing requirements for a Product.

Applicable Use Rights

The license terms in the SPUR when Customer first provides Software Services with a version of a Product remain in effect for the term of Customer’s SPLA, subject to the following: (1) if Microsoft introduces a new version of a Product and Customer uses the new version, Customer must abide by the license terms for the new version; and (2) if Customer provides Software Services with an earlier version of a Product (a “Downgrade”), and the Downgrade contains components that are not part of the Product version identified in the applicable SPUR, then the License Terms specific to those components from the SPUR last associated with the Downgrade will apply to those components.

Use of Listed Providers

Customer may use a Data Center Provider (for DCP eligible Products) or an Outsourcing Company that is a Listed Provider (or that uses a Listed Provider as a means of providing services to Customer) through September 30, 2025.

Disaster Recovery Rights

For each Instance of eligible server software licensed in the Per Processor, Per Core (Applications), Per Core (OS), or Per Core (Management) licensing models that Customer runs in a Physical OSE or Virtual OSE on a Licensed Server, Customer may temporarily run a backup Instance in a Physical OSE or Virtual OSE on a Server dedicated to disaster recovery. The license terms for the software and the following limitations apply to Customer’s use of software on a disaster recovery server.

Permitted Periods of Use

The disaster recovery server can run only during the following exception periods:

  • For brief periods of disaster recovery testing within one week every 90 days.
  • During a disaster, while the production server being recovered is down.
  • Around the time of a disaster, for a brief period, to assist in the transfer between the primary production server and the disaster recovery server.

Conditions on Use

In order to use the software under disaster recovery rights, Customer must comply with the following terms:

  • The disaster recovery server must not be running at any other times except as above.
  • The disaster recovery server may not be in the same cluster as the production server.
  • Use of the software on the disaster recovery server must comply with the license terms for the software.
  • Once the disaster recovery process is complete and the production server is recovered, the disaster recovery server must not be running at any other times except those times allowed here.

Use of Windows Server

Windows Server Licenses are not required for the disaster recovery server if the following conditions are met:

  • The Hyper-V role within Windows Server is used to replicate Virtual OSEs from the production server at a primary site to a disaster recovery server.
  • The disaster recovery server is used only to:
    • run hardware virtualization software, such as Hyper-V,
    • provide hardware virtualization services,
    • run software agents to manage the hardware virtualization software,
    • serve as a destination for replication,
    • receive replicated Virtual OSEs, test failover, and await failover of the Virtual OSEs, and
    • run disaster recovery workloads as described above.

Third Party Software

The software may contain third party proprietary programs or components that are licensed under separate terms that are presented to Customer during installation or in the "ThirdPartyNotices" file accompanying the software. The software may also contain third party open source programs that Microsoft, not the third party, licenses to Customer under Microsoft’s license terms.

Pre-Release Code, Updates or Supplements, Additional Functionality

Microsoft may offer updates or supplements to the Products. Customer may use the updates or supplements to the Products, pre-release code, additional functionality and optional add-on services to the Products, subject to specific terms (if any) that accompany them. Some Products require automatic updates, as described in the Product-Specific License Terms.

Restrictions

Customer may not (and is not licensed to) rent the software, work around any technical limitations in the Products or restrictions in Product documentation, or separate the software for use in more than one OSE under a single License or Licensed Server (even if the OSEs are on the same physical hardware system), unless expressly permitted by Microsoft. Rights to access the software on any device do not give Customer any right to implement Microsoft patents or other Microsoft intellectual property in the device itself or in any other software or devices.

License Assignment and Reassignment

Before Customer uses software under a License, it must assign that License to a device or user, as appropriate. Customer may reassign a License to another device or user, but not during the same calendar month, unless the reassignment is due to (i) permanent hardware failure or loss, or (ii) temporary reallocation of SALs to cover a user’s absence or the unavailability of a device that is out of service. Customer must remove the software or block access from the former device or to the former user.

Technical Measures

Some Products are protected by technological measures and require activation or validation, as well as a product key, to install or access them.

Activation and validation

Successful activation or validation verifies that a software Product has been correctly installed, the product key is not stolen, and that no changes have been made to validation, licensing, or activation functions of the software. Customer’s right to use the software after the time specified in the software Product may be limited unless it is activated. Customer is not licensed to continue using the software if it has unsuccessfully attempted to activate. Each device that has not activated by a Key Management Service (KMS) must use a Multiple Activation Key (MAK). Customer may not circumvent activation or validation.

Product Keys

An assigned product key is required for licensed use of the software. All product keys are Confidential Information of Microsoft. Notwithstanding anything to the contrary in Customer’s volume licensing agreement, Customer may not disclose product keys to third parties. Customer may not provide unsecured access to its KMS machines over an uncontrolled network. In the event of unauthorized use or disclosure of product keys or KMS keys, Microsoft may prevent further activations, deactivate or block product keys from activation or validation, and take other appropriate action.

Notices

Where indicated in each Product Entry, the following notices apply:

Internet-based Features

Software Products may contain features that connect and send information over the Internet, without additional notice to Customer, to Microsoft’s systems and those of its Affiliates and services providers. Use of that information is described in the privacy statement available in each software Product.

Bing Maps

The Product includes use of Bing Maps. Any content provided through Bing Maps, including geocodes, can only be used within the product through which the content is provided. Customer’s use of Bing Maps is governed by the Bing Maps End User Terms of Use available at http://go.microsoft.com/?linkid=9710837 and the Bing Maps Privacy Statement available at http://go.microsoft.com/fwlink/?LinkID=248686.

H.264/AVC Visual Standard, the VC-1 Video Standard, and the MPEG-4 Part 2 Visual Standard

This software may include H.264/AVC, VC-1, and MPEG-4 Part 2 visual compression technology. MPEG LA, L.L.C. requires this notice: THIS PRODUCT IS LICENSED UNDER THE AVC, THE VC-1, THE MPEG-4 PART 2 VISUAL PATENT PORTFOLIO LICENSES FOR THE PERSONAL AND NON-COMMERCIAL USE OF A CONSUMER TO (i) ENCODE VIDEO IN COMPLIANCE WITH THE ABOVE (“VIDEO STANDARDS”) AND/OR (ii) DECODE AVC, VC-1, MPEG-4 PART 2 VIDEO THAT WAS ENCODED BY A CONSUMER ENGAGED IN A PERSONAL AND NON-COMMERCIAL ACTIVITY AND/OR WAS OBTAINED FROM A VIDEO PROVIDER LICENSED TO PROVIDE SUCH VIDEO. NO LICENSE IS GRANTED OR SHALL BE IMPLIED FOR ANY OTHER USE.ADDITIONAL INFORMATION MAY BE OBTAINED FROM MPEG LA, L.L.C. SEE www.mpegla.com. For clarification purposes, this notice does not limit or inhibit the use of the software for normal business uses that are personal to that business which do not include (i) redistribution of the software to third parties, or (ii) creation of content with the VIDEO STANDARDS compliant technologies for distribution to third parties.

Malware protection

Microsoft cares about protecting customers’ devices from malware. The software will turn on malware protection if other protection is not installed or has expired. To do so, other antimalware software will be disabled or may have to be removed.

Font Components, Images, and Sounds

While Customer runs the software, it may access and use icons, images, sounds and media included with the software only from a Licensed Device and may use the fonts included with or installed by that software to display and print content. Customer 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 print content.

Included Technologies

Products may include other Microsoft technology components subject to their own license terms, as indicated in the Product Entry. If separate terms for these components are not addressed in the Product-Specific License Terms, they may be found in a separate folder in the Product’s installation directory or through the Product’s unified installer.

Benchmark Testing

Customer must obtain Microsoft’s prior written approval to disclose to a third party the results of any benchmark test of any Server Product. This does not apply to the .NET Framework.

Software Plus Services

Microsoft may provide services with Products through software features that connect with Microsoft or services provider computer systems over the Internet. It may change or cancel the services at any time. Customer may not use the services in any way that could harm them or impair anyone else’s use of them. Customer may not use the services to try to gain unauthorized access to any service, data, account or network by any means.

Third Party Internet Sites

Customer and its customers may link to third party Internet sites through the use of the Products. Microsoft does not control the third party sites. Microsoft is not responsible for the contents of any third party sites, any links contained in third party sites, or any changes to third party sites. Microsoft provides these links to third party sites only as a convenience. The inclusion of any link does not imply an endorsement by Microsoft of the third party site.

Multiplexing

Multiplexing or pooling to reduce direct connections with the software does not reduce the number required Licenses.

Creating and Storing Instances of Servers or Storage Media

For any License Customer acquires, Customer may create and store Instances of the corresponding software solely to exercise its right to use Running Instances of software under that License as permitted in this document.

Distributable Code

The software may include code that Customer is permitted to distribute in programs it develops if it complies with the terms below. For purposes of this subsection, “Customer” also includes Customer’s End Users.

Right to Use and Distribute

The code and text files listed below are “Distributable Code.”

  • REDIST.TXT Files: Customer may copy and distribute the object code form of code listed in REDIST.TXT files and in OTHER-DIST.TXT files, as well as any code marked as “Silverlight Libraries”, Silverlight “Client Libraries” and Silverlight “Server Libraries”.
  • Sample Code, Templates, and Styles: Customer may modify, copy, and distribute the source and object code form of code marked as “sample, “template”, “simple styles” and “sketch styles.”
  • Third Party Distribution: Customer may permit distributors of its programs to copy and distribute the Distributable Code as part of those programs.
  • Image Library: Customer may copy and distribute images, graphics and animations in the Image Library as described in the software documentation.

Distribution Requirements

If Customer distributes any Distributable Code Customer must:

  • Only distribute it with Customer’s programs, where Customer’s programs provide significant primary functionality to the Distributable Code;
  • require distributors and external end users to agree to terms that protect the Distributable Code at least as much as Customer’s volume licensing agreement, including the SPUR;
  • indemnify, defend, and hold harmless Microsoft from any claims, including attorneys’ fees, related to the distribution or use of Customer’s programs, except to the extent that any claim is based solely on the Distributable Code included in Customer’s programs.

Distribution Limitations

Customer may not:

  • alter any copyright, trademark or patent notice in the Distributable Code;
  • use Microsoft’s trademarks in Customer’s programs’ names or in a way that suggests its programs come from or are endorsed by Microsoft;
  • distribute Distributable Code in or with any malicious or, deceptive programs or in an unlawful manner; or
  • modify or distribute the source code of any Distributable Code so that any part of it becomes subject to an Excluded License. An Excluded License is one that requires, as a condition of use, modification or distribution, that the code be disclosed or distributed in source code form, or that others have the right to modify it.