Professional Services

Customer’s right to use Professional Services are subject to these Product Terms. If, however, Professional Services are provided pursuant to a separate agreement, then the terms of that separate agreement will apply to those Professional Services. In the event of a conflict between these Product Terms and any separate agreement, the most current terms or agreement governing the Professional Services will control. If Customer’s volume licensing agreement is a Microsoft Business Agreement version dated prior to September 2007 or otherwise does not include terms for Professional Services, and Customer has not signed any other master-level Microsoft Services agreement, these Product Terms will apply to any Professional Services purchased and used by Customer.

Data protection and security terms for Professional Services Data are in the DPA. When used in the sections listed below, the defined term “Professional Services” includes Supplemental Professional Services, and the defined term “Professional Services Data” includes data obtained for Supplemental Professional Services.

Warranties; Obligations of the Parties

Microsoft warrants that it will perform the Professional Services with professional care and skill. If Microsoft fails to do so and Customer notifies Microsoft of such performance failure within 90 days of the date of performance, then Microsoft will either re-perform the Professional Services or return the price Customer paid for them. The foregoing is Customer’s sole remedy for breach of the Professional Services warranty. Notwithstanding the foregoing, Services Deliverables that are provided without charge are provided “AS-IS,” WITHOUT ANY WARRANTY. Except for the limited warranty above, Microsoft provides no warranties or conditions and disclaims any other express, implied or statutory warranties, including warranties of quality, title, non-infringement, merchantability and fitness for a particular purpose.

Customer will perform its applicable responsibilities and obligations to support Microsoft’s performance of the Professional Services. Customer is solely responsible for testing, deploying, maintaining and supporting Services Deliverables that are provided or recommended without charge by Microsoft.

Acceptable Use Policy

Customer must not (and is not licensed to) use the Services Deliverables:

• in a way prohibited by law, regulation, governmental order or decree;
• to violate the rights of others; or
• in any application or situation where use of the Services Deliverables could lead to the death or serious bodily injury of any person, or to severe physical or environmental damage, except in accordance with the High Risk Use section below.

High Risk Use

WARNING:   Modern technologies may be used in new and innovative ways, and Customer must consider whether its specific use of these technologies is safe. The Services Deliverables are not designed or intended to support any use in which a service interruption, defect, error, or other failure of a Services Deliverable could result in the death or serious bodily injury of any person or in physical or environmental damage (collectively, “High Risk Use”). Accordingly, Customer must design and implement the Services Deliverables such that, in the event of any interruption, defect, error, or other failure of the Services Deliverables, the safety of people, property, and the environment are not reduced below a level that is reasonable, appropriate, and legal, whether in general or for a specific industry. Customer’s High Risk Use of the Services Deliverables is at its own risk. Customer agrees to defend, indemnify and hold Microsoft harmless from and against all damages, costs and attorneys' fees in connection with Customer’s High Risk Use. The foregoing indemnification obligation is in addition to any defense obligation set forth in Customer’s separate agreement and is not subject to any limitation of, or exclusion from, liability contained in such agreements.

Limitation of Liability

To the extent permitted by applicable law, each party’s total liability for all claims relating to Professional Services will be limited to the amounts Customer was required to pay for the Professional Services or the limitation of liability for the Online Service with which the Professional Services are offered, whichever is greater. For Professional Services and Services Deliverables provided free of charge and Services Deliverables that Customer is authorized to redistribute to third parties without separate payment to Microsoft, Microsoft’s liability is limited to direct damages finally awarded up to US$5,000. In no event will either party be liable for indirect, incidental, special, punitive, or consequential damages, including loss of use, loss of profits, or interruption of business, however caused or on any theory of liability in relation to the Professional Services or Services Deliverables. No limitation or exclusions will apply to liability arising out of either party’s (1) confidentiality obligations (except for all liability limited to Customer Data and Professional Services Data, which remain subject to the limitations and exclusions above); or (2) violation of the other party’s intellectual property rights.

Use, Ownership, and License Rights

Fixes

“Fixes” are Product fixes, modifications or enhancements, or their derivatives, that Microsoft either releases generally (such as service packs) or that Microsoft provides to Customer to address a specific issue. Each Fix is licensed under the same terms as the Product to which it applies. If a Fix is not provided for a specific Product, any use terms Microsoft provides with the Fix will apply.

Pre-Existing Work

“Pre-Existing Work” means any computer code or non-code based written materials developed or otherwise obtained independent of the Professional Services or Customer’s volume licensing agreement. All rights in Pre-Existing Work shall remain the sole property of the party providing the Pre-Existing Work. Each party may use, reproduce and modify the other party’s Pre-Existing Work only as needed to perform obligations related to Professional Services. If Customer chooses to disclose its source code to Microsoft during a Professional Services engagement, then prior to such disclosure, Customer will remove any third-party source code that Customer is prohibited from disclosing.

Services Deliverables License

Upon payment in full for fee based Professional Services, otherwise upon delivery, Microsoft grants Customer a non-exclusive, non-transferable, perpetual license to reproduce, use, and modify the Services Deliverables solely in the form delivered to Customer and solely for Customer’s internal business purposes, subject to and in accordance with these Product Terms, the terms and conditions in Customer’s volume licensing agreement and any agreed statement of services. Some Services Deliverables and third-party content may be provided under a separate license, such as an open source license. In the event of a conflict between these Product Terms and any separate license, the separate license will prevail with respect to the Services Deliverables or third-party content that is the subject of such separate license. Each party reserves all rights (and no one receives any rights) not expressly granted by the foregoing licenses.

Retained Rights

Products, Fixes, and Services Deliverables are protected by copyright and other intellectual property rights laws and international treaties. Microsoft reserves all rights not expressly granted in these terms.  No rights will be granted or implied by waiver or estoppel.  Rights to access or use Software on a 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 Restrictions

Customer must not (and is not licensed to) (1) reverse engineer, decompile, disassemble or work around any technical limitations in any Product, Fix, or Services Deliverable except to the extent that applicable law doesn’t allow this restriction, (2) install or use non-Microsoft technology in a way that would subject Microsoft’s intellectual property or technology to any other license terms, or (3) work around any technical limitations in a Product, Fix, or Services Deliverable or restrictions in Product Documentation. Except as expressly permitted in Customer’s separate agreement and any agreed statement of services or separate license, or Product documentation, Customer must not (and is not licensed to) (1) separate and run parts of a Product or Fix on more than one device, upgrade or downgrade parts of a Product or Fix at different times, or transfer parts of a Product or Fix separately, or (2) distribute, sublicense, rent, lease, lend, sell,  offer for sale or otherwise make available any Products, Fixes, or Services Deliverables, in whole or in part, or use them to offer hosting services to a third party.

Feedback

“Feedback” means expertise and knowledge, including industry knowhow, as well as comments, input and suggestions regarding the Services Deliverables, Professional Services and the products, technologies, services, or any components of the foregoing, whether pre-release or commercially released, of either Microsoft or Customer. Neither Microsoft nor Customer are required to provide Feedback to the other in connection with Professional Services, but if a party in its sole discretion does provide Feedback, both parties agree that the receiving party should be free to use such Feedback without obligation. Accordingly, to the extent that the party providing Feedback owns or controls copyrights or trade secrets covering such Feedback, that party grants to the receiving party and its Affiliates a worldwide, non-exclusive, perpetual, irrevocable and royalty-free license in such intellectual property to: (1) to make, use, modify, distribute, create derivative works and otherwise commercialize the Feedback as part of Microsoft’s or Customer’s products, technologies, services or any of their components, including without limitation pre-release and commercially released versions of such offerings; and (2) sublicense to third parties the foregoing rights, including the right to grant further sublicenses. Neither party will provide any Feedback subject to any terms that would impose any obligation on or require attribution by the receiving party. Any party receiving Feedback further acknowledges that (1) it has sole and absolute discretion regarding whether it implements such Feedback; (2) it shall base its offerings and marketing plans solely on its own independent research and analysis; and (3) it assumes all risks associated with any implementation of such Feedback.

Non-Microsoft Technology

Customer is solely responsible for any non-Microsoft software or technology that it installs or uses with the Online Services, Fixes, or Services Deliverables, including without limitation when Customer asks Microsoft to use or modify such third-party content.

Use of Technical Information from Professional Services

Microsoft may use any technical information it derives from providing Professional Services for problem resolution, troubleshooting, product functionality enhancements, in Fixes, and for Microsoft’s knowledge base. Microsoft agrees not to identify Customer or disclose any of Customer’s confidential information as part of such use.

Affiliates’ Rights

Customer may sublicense the rights to use Services Deliverables to its Affiliates, but Customer’s Affiliates may not sublicense these rights. Customer is liable for ensuring its Affiliates’ compliance with the terms of these Professional Services terms and Customer’s volume licensing agreement.

Government Customers

If Customer is a government entity, then the following terms apply to any Professional Services provided at no charge to Customer. Microsoft waives any and all entitlement to compensation from Customer for the Professional Services. In compliance with applicable laws and regulations, Microsoft and Customer acknowledge that the Professional Services are for the sole benefit and use of Customer and not provided for the personal use or benefit of any individual government employee.

Availability

Described below are some of the Professional Services that are available for purchase through Microsoft Volume Licensing.  Additional Professional Services may be available and will be described in Customer’s Enterprise Services Work Order or other applicable Statement of Services.

Microsoft Support Services

Microsoft Support Services are a set of comprehensive enterprise support services.  Microsoft Unified or Premier Support, including Enhanced Services and Solutions, are available for purchase through Microsoft Volume Licensing.

Microsoft Unified Support  

Unified Support services are sold in packages and described in the applicable services description document.  

• Unified Advanced and Performance support services are delivered as described in the Support & Consulting Services Description (“SCSD”) located at https://www.microsoft.com/en-us/microsoftservices/support-consulting-services-description.
• Unified Enterprise support services are delivered as described in the Unified Enterprise Support Services Description (“USSD”) located at https://www.microsoft.com/unified-support-services-description.

Microsoft Premier Support

Premier Support services are sold in packages as described in the Enterprise Services Description of Services (“Description of Services”), located at https://www.microsoft.com/en-us/microsoftservices/description-of-services.  

Microsoft Enhanced Services and Solutions for Premier and Unified Support  

In addition to the services provided as part of the Unified Support packages and Premier packages, the following optional Enhanced Services and Solutions may be purchased. Enhanced Services and Solutions are available for an additional fee.  

• Designated Support Engineering (“DSE”): DSE services are delivered as described in the applicable services description (SCSD or USSD).
• Rapid Response services are delivered as described in the applicable services description (SCSD or USSD).
• For Unified Support only - Microsoft Azure Event Management (“AEM”) services are delivered as described in the USSD.  
• For Unified Support only - Office 365 Engineering Direct services are delivered as described in the USSD.
• Developer Support services are delivered as described in the applicable services description (SCSD or USSD).
• For Unified Support only – Support for Mission Critical services are delivered as described in the USSD.

Microsoft Support Services Business Rules

Reference the applicable services description (SCSD or USSD) for applicable rules and limitations for the support services being purchased, in addition to the following:

• Support Services are provided in the country in which the VL agreement is signed.
• Contact Microsoft for the purchase of any additional Unified or Premier Support services that are not available for purchase through Microsoft Volume Licensing.

Microsoft Digital Advisory Services Offerings

The Digital Advisory Service offerings are only available for US Federal customers. The Digital Advisory Services offerings contain the following components which will be provided for each year of the Customer’s Volume Licensing Agreement:

Digital Advisory Service Modules

The Digital Advisory engagement includes one or more Digital Advisory service modules, as documented in the Service Delivery Plan.

Services Out of Scope

The Professional Services in a Digital Advisory engagement do not include problem resolution or break fix support, review of non-Microsoft source code, or technical or architectural consultation beyond the deliverables as described in a Services Delivery Plan. For any non-Microsoft source code, Microsoft’s Professional Services will be limited to analysis of binary data only, such as a process dump or network monitor trace.

Customer Responsibilities

Customer agrees to cooperate with Microsoft as part of the Digital Advisory engagement, including but not limited to making Customer’s representatives, IT staff, and resources available to Microsoft, providing accurate and complete information, and timely completing responsibilities assigned to Customer by Microsoft. Onsite visits of Microsoft resources must be mutually agreed, and Customer is responsible for reasonable travel and living expenses, as determined by the Digital Advisor.

Microsoft Viva Glint Professional Services Offerings

Definitions

Qualified Customers means Customers that had an active subscription for Legacy Glint Services within 120 calendar days prior to purchasing Viva Glint.

Eligible Users means users who have an active license for Viva Glint Professional Services.

Legacy Glint Services means Glint Engage, Glint Engage and Lifecycle, and Glint People Success as set forth in Customer’s most recently active LinkedIn Order Form(s) as defined at https://www.linkedin.com/legal/l/lsa.

Entitlement Term means the period from Eligible Customer’s purchase of Viva Glint Professional Services until the earliest of 1) expiration of Eligible Customer’s Viva Glint Professional Services enrollment; 2) migration of Eligible Customer’s data from Legacy Glint Services to Viva Glint; 3) the date that Qualified Customer declines migration of its data from Legacy Glint Services to Viva Glint; or 4) termination of Eligible Customer’s Viva Glint enrollment, Viva Glint Professional Services enrollment, or volume licensing agreement.

Purchasing Minimums

Viva Glint Professional Services are only available for purchase by Qualified Customers who have purchased the Minimum QTY of Base Licenses set forth in the table below.

Reduction Eligibility

Customers can report a reduction in licenses for Viva Glint Professional Services.

Legacy Glint Entitlement

Purchase of certain Viva Glint Professional Services entitles Qualified Customers to give Eligible Users access to the equivalent Legacy Glint People Science Services (as set forth in the table below) during the Entitlement Term.

Customer’s access to and use of Legacy Glint Services are governed by the terms set forth in Customer’s most recently active LinkedIn Order Form(s) for Legacy Glint Services. No Microsoft terms, including without limitation the Microsoft Product Terms, DPA, or any agreements between Customer and Microsoft shall apply to Legacy Glint Services.