Microsoft 365

Product Conditions:

Provides additional information related to acquiring the Product, such as prerequisites for purchase, prior versions, and the applicable Product Pool.

Applicable License Terms

Microsoft 365 is governed by the License Terms of the individual products and services comprising Microsoft 365, as modified by the License Terms in this Microsoft 365 Product Entry.

Microsoft 365 Components

• For Microsoft 365 E3/E5 the components include Office 365 E3/E5, Enterprise Mobility + Security E3/E5, and Windows 11 Enterprise E3/E5 Per User.
• For Microsoft 365 A3/A5 the components include Office 365 A3/A5, Enterprise Mobility + Security A3/A5, Windows 11 Education A3/A5, and Minecraft: Education Edition.
• For Microsoft 365 F3 the components include Office 365 F3, Enterprise Mobility + Security E3, and Windows 11 Enterprise E3.
• For Microsoft 365 F1 the components include Enterprise Mobility + Security E3 and limited Office services.
• For Microsoft 365 E3/Education A3 – Unattended License the components include Office 365 E3/A3, Enterprise Mobility + Security E3/A3 and Windows 11 Enterprise E3/A3.

License Assignment and Windows Use Rights

The use rights for the Windows component of Microsoft 365 licenses are modified as follows:

• Licensed Users are not required to be the Primary User of any device. 
• Licensed Users may only run Windows Enterprise locally on devices with a Qualifying Operating System.

License Eligibility for Frontline Worker Licenses

Microsoft Frontline Worker licenses may only be assigned to users who satisfy one or more of the following conditions:  

• Uses a primary work device with a single screen smaller than 10.9”
• Shares their primary work device with other qualifying Microsoft 365, Office 365, Entra ID Governance, or Entra Suite Frontline Worker licensed users, during or across shifts.
  • Other licensed Microsoft Frontline Worker users must also use the device as their primary work device.
  • Any software or services accessed from the shared device requires the device or users to be assigned a license that includes use of those software or services.

Qualifying Microsoft 365, Office 365, Entra ID Governance Frontline Worker licenses include Microsoft 365 F1, Microsoft 365 F3, Office 365 F3, Entra ID Governance, and/or Microsoft Entra ID Governance Step-Up for Microsoft Entra ID F2 for Frontline Worker, Microsoft Entra Suite FLW, Microsoft Entra Suite Add-on for Microsoft Entra ID F2 for FLW, Microsoft Entra Internet Access FLW, Microsoft Entra Private Access FLW, Microsoft Defender Vulnerability Management FLW, and/or 10-Year Audit Log Retention FLW (User SL).

Customers who had Microsoft 365 F1/F3 licensed users prior to June 1, 2020 (Impacted Customers) may license additional users with the same or equivalent service, under the Microsoft 365 F1 License Eligibility terms in the November 1, 2019 Product Terms, until the end of the Impacted Customer’s subsequent subscription renewal term.

Windows Use Rights for Microsoft 365 F3

The use rights for the Windows component of Microsoft 365 F3 licenses are further modified as follows:

• Rights to use Windows Enterprise LTSC do not apply.
• Rights to install and use MDOP do not apply.

Smartphone and Tablet Devices

Each Microsoft 365 F3 user to whom Customer assigns a User SL may (i) use Microsoft Office for mobile devices for commercial purposes and (ii) sign into Microsoft Office with their org ID on up to five smartphones and five tablets with integrated screens 10.9” diagonally or less.

Microsoft 365 F1 User Mailbox Use Rights

M365 F1 does not include rights to an Exchange mailbox. In order to enable a full Teams experience, M365 F1 licenses may come with the Exchange Online K1 service plan enabled. Although the Exchange Online K1 service plan will provision a mailbox for the user, M365 F1 users are not entitled to use the mailbox. We recommend that you disable Outlook on the web via these steps (https://docs.microsoft.com/exchange/recipients-in-exchange-online/manage-user-mailboxes/enable-or-disable-outlook-web-app) except for use with Microsoft Bookings (https://learn.microsoft.com/microsoft-365/bookings/bookings-overview) and ask your users not to access the Exchange mailbox via any other methods.

Extended Use Rights for Microsoft 365 E3/E5

Office Servers

Each Licensed User assigned a Microsoft 365 E3/E5 User SL may:

• install any number of copies of the following server software on any Server dedicated to Customer’s use: Exchange Server, SharePoint Server, and Skype for Business Server; and
• access to the above server software is exclusive to those users assigned a Microsoft 365 E3/E5 User SL or External Users.

Servers that are under the management or control of an entity other than Customer or one of its Affiliates are subject to the Outsourcing Software Management clause. This entitlement does not apply to User SLs acquired under the Microsoft Cloud Agreement and Microsoft Customer Agreement.

Office Professional Plus

Microsoft 365 User SLs acquired in MPSA

For each Licensed User with a device covered with Software Assurance for Office Professional Plus to whom Customer assigns a Microsoft 365 User SL, Customer may install one local copy of Office Professional Plus for the sole use of the Licensed User for the duration of the subscription.

Extended Use Rights for Microsoft 365 E3/E5

Office Servers

Each Licensed User assigned a Microsoft 365 E3/E5 User SL may:

• install any number of copies of the following server software on any Server dedicated to Customer's use: Exchange Server, SharePoint Server, and Skype for Business Server; and
• access to the above server software is exclusive to those users assigned a Microsoft 365 E3/E5 User SL or External Users.

Servers that are under the management or control of an entity other than Customer or one of its Affiliates are subject to the Outsourcing Software Management clause. This entitlement does not apply to User SLs acquired under the Microsoft Cloud Agreement and Microsoft Customer Agreement.

Office Professional Plus

Microsoft 365 User SLs:

For each Licensed User who used a device licensed with SA for the Windows Desktop Operating System, Core/Enterprise CAL Suite, and Office Professional Plus before being assigned a Microsoft 365 E3/E5 User SL, Customer may install:

• one local copy of Office Professional Plus for the sole use of the Licensed User for the duration of the subscription; and
• one local copy of Office Professional Plus for new User SLs added to the same volume license agreement for the sole use of the Licensed User for the duration of the subscription. The number of new User SLs granted those user rights may not exceed the number of Microsoft 365 E3/E5 User SLs, which have been transformed from SA and initially covered under the agreement.

Microsoft 365 From SA User SLs:

For each Licensed User to whom customer assigns a Microsoft 365 E3/E5 From SA User SL, Customer may install:

• one local copy of Office Professional Plus for the sole use of the Licensed User for the duration of the subscription; and
• one local copy of Office Professional Plus for new User SLs added to the same volume license agreement for the sole use of the Licensed User for the duration of the subscription. The number of new User SLs granted those user rights may not exceed the number of From SA User SLs initially covered under the agreement.

Microsoft 365 Business Basic/Standard/Premium Use Rights 

Customer may not provision more than 300 user subscription licenses. The Use Rights for the Windows component of Microsoft 365 Business Premium are modified as follows:
 

• Windows Business operates as an Online Service and is not a successor to any prior version of the Windows desktop operating system.
• Rights to use prior versions, different language versions, different platform versions, or lower editions of Windows, including Windows 10 Enterprise LTSC, do not apply.
• Other than the use of Windows Virtual Desktop (refer to Windows Virtual Desktop section of Microsoft Azure Services), rights to access and use virtualized instances of Windows do not apply.
   

Microsoft 365 EEA (no Teams) and Microsoft Teams EEA

Customers in European Economic Area (EEA) countries and Switzerland may acquire and use Microsoft 365 EEA (no Teams) and Microsoft Teams EEA Licenses. Licensing terms for equivalent suites that include Microsoft Teams are applicable to EEA suites.

Microsoft 365 (no Teams) and Microsoft Teams Enterprise

Customers not in European Economic Area (EEA) countries and Switzerland may acquire and use Microsoft 365 (no Teams) and Microsoft Teams Enterprise Licenses. Licensing terms for equivalent suites that include Microsoft Teams are applicable to suites without Microsoft Teams.

Microsoft Defender for Business

Customer may not provision more than 300 user subscription Licenses.

License Prerequisites 

Purchases of the following Licenses also require the purchase of a Prerequisite License listed in the table below:

Academic Programs

The following applies to customers in Academic Volume Licensing Programs:

Microsoft 365 A1

Term

The term of Microsoft 365 A1 Licenses is six years from the date of order. If the license extends beyond the expiration of Customer's volume license agreement under which the Microsoft 365 A1 License was purchased, the terms of such agreement will survive as necessary for the duration of the Microsoft 365 A1 License.

Primary User requirement for M365 A1 for Devices

The Microsoft 365 A1 for Devices (Device SL) may only be assigned to devices that have a Primary User. 

Cancellation and Reassignment

Microsoft 365 A1 Licenses may not be cancelled and can only be reassigned to a new device of the same model (or equivalent manufacturer-provided replacement) upon permanent hardware failure of the device the Microsoft 365 A1 License was previously assigned to.

Window Versions

Microsoft 365 Education A1 includes an upgrade to Windows 11 Pro Education for devices licensed with Windows 8/8.1 Home/Pro, and Windows 10/11 Home/Pro.

Microsoft 365 A3/A5 (User SL)

Office Servers

Customers licensing all faculty and staff, Education Qualified Users, or Knowledge Workers with Microsoft 365 A3/A5 (User SL) under an Enrollment for Education Solutions (any version) may:

• install any number of copies of the following server software on any Server dedicated to Customer’s use: Exchange Server, SharePoint Server, and Skype for Business Server; and
• access to the above server software is exclusive to those users assigned a Microsoft 365 A3/A5 User SL or External Users.

Servers that are under the management or control of an entity other than Customer or one of its Affiliates are subject to the Outsourcing Software Management clause. This entitlement does not apply to User SLs acquired under the Microsoft Cloud Agreement and Microsoft Customer Agreement or by way of the Student Use Benefit.

Microsoft 365 A3 with Core CAL

Microsoft 365 A3 with Core CAL is available only as a replacement for Education Desktop with Core CAL.

Customers may deploy eligible products on Amazon WorkSpaces.  See Amazon WorkSpaces Deployments for more information.

Microsoft 365 - Unattended License

Definitions

“Robotic Process Automation”, otherwise known as “RPA” or “bots” means an application, or any set of applications used to capture data and manipulate applications to perform repetitive tasks.  Bots operate upon any UI element of Windows within an OSE and/or operates upon any Office application in any OSE.

“Unattended Bot” – Any bot that does not strictly conform to the definition of “Attended Bot” shall be considered an “Unattended Bot.”

“Attended Bot” - An Attended Bot assists a person to execute automation on the person’s local and/or remote workstations. It operates concurrently with the person on the same workstation/s to accomplish repetitive tasks and is triggered by explicit actions of that person. 

Assignment and Use Rights  

• Customer may assign a Microsoft 365 A3/E3 - Unattended License to an Unattended bot running on either of the following:
  • Hardware dedicated to Customer’s use (subject to the Outsourcing Software Management Clause).
  • A virtual machine on Azure (including Azure Virtual Desktop).
• There is no Qualifying OS requirement for the Microsoft 365 A3/E3 suite.
• Each Microsoft 365 A3/E3 - Unattended License allows the use of the M365 A3/E3 suite in only a single unique physical or virtual OSE for Robotic Process Automation.
• Each Microsoft 365 A3/E3 – Unattended License is allowed a single unique instance of Microsoft 365 Apps for enterprise.
• License reassignment for bots follow the same rules for users and devices as if the bot is a user. (See License Assignment and Reassignment)

Use Limitation

• Unattended Bots may not create or replicate activities or workflows on behalf of an unlicensed user or device. (See Multiplexing)
• Microsoft reserves the right to restrict or disable Microsoft API calls with reasonable notice, due to unreasonable amount of bandwidth, adversely impacting the stability of Microsoft API’s, or adversely affecting the behavior of other apps.

Microsoft 365 Professional Direct Support

Customer must acquire enough Professional Direct Support licenses to cover each license on its Agreement (or Enrollment) customer wants support for, up to a maximum of 500 licenses.

Microsoft Defender External Attack Surface Management

Use Rights and Conditions for Use 

Customer may use Microsoft Defender External Attack Surface Management (EASM) solely for Customer’s internal use of defending its and its affiliates’ assets. The EASM data and reports include material that is confidential and proprietary to Microsoft and Customer must keep that material confidential and may not disclose it to any third party.

Microsoft Defender Threat Intelligence

Use Rights and Conditions for Use 

Microsoft Defender Threat Intelligence (MDTI) is for Customer’s and its affiliates’ internal use only. For example, Customer may not commercially exploit or make available to any third party MDTI or any of its output or reports based on that output.  The MDTI data and reports include material that is confidential and proprietary to Microsoft. The compilation of MDTI data and reports is Microsoft’s valuable trade secret. Customer must keep the MDTI data and reports confidential and may not disclose it to any third party.

Microsoft Defender for Business

Notwithstanding the Outsourcing Software Management clause, Customer may use Defender for Business with user desktops running on Microsoft Azure, its own devices, or devices under the day-to-day management and control of third parties.

Microsoft Defender for IoT – Enterprise IoT (EIoT) capabilities

Microsoft 365 E5 or Microsoft 365 E5 Security customer is entitled to cover up to five concurrent IoT Devices in the context of business operations (EIoT) for each Microsoft 365 E5 or Microsoft 365 E5 Security License. For any additional EIoT device coverage, the customer must purchase one Microsoft Defender for IoT – EIoT Device License – add-on license per additional EIoT device.

Microsoft Defender Vulnerability Management

Eligible Licensed Users may use Microsoft Vulnerability Management on up to five concurrent devices.

Microsoft Managed Desktop

Managed Service

Microsoft Managed Desktop includes an Online Service component and Professional Service Component which is subject to the Professional Services terms (refer to Professional Services).

Microsoft Viva

Viva Insights

Any unused Viva Insights license or Viva Insights Capacity license credits expire monthly on the anniversary date for the subscription.

Viva Learning

Microsoft Learn, Microsoft 365 Training, and the free LinkedIn Learning content made available through Viva Learning is subject to terms other than the Product Terms. Additional content may be available from other third-party content providers. Accessing this third-party content may require Customer to have a separate relationship with the third-party content provider (such as a content subscription). This third-party content and any associated services are subject to the third-party content provider’s privacy and service terms and not to the Product Terms. Other content that Customer chooses to make accessible to users in the Viva Learning Teams app is subject to the terms associated with that content.

Viva Glint 

Viva Glint includes an Online Services component and a Supplemental Professional Services (as defined in the DPA) component. Viva Glint Supplemental Professional Services are subject to the Professional Services terms and the Supplemental Professional Services terms in the DPA. Delivery of Viva Glint Supplemental Professional Services requires Microsoft to store, process, and access Professional Services Data (as defined in the DPA). 

Users may access non-Microsoft third-party content through Viva Glint. Third-party content and any associated services are subject to the content provider's privacy and service terms.

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.

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 Qualified Customer’s purchase of Viva Glint until the earliest of: 1) migration of Qualified Customer’s data from Legacy Glint Services to Viva Glint; 2) the date that Qualified Customer declines migration of its data from Legacy Glint Services to Viva Glint; or 3) termination of Qualified Customer’s Viva Glint enrollment or volume licensing agreement. 

Microsoft 365 Copilot for Sales

Dynamics 365 environment and Premium Power Automate connections created by Microsoft 365 Copilot for Sales are limited for use with Microsoft 365 Copilot for Sales only.

Any Microsoft 365 Copilot for Sales capabilities included as part of any Dynamics 365 Sales products are limited for use with Dynamics 365 Sales environments only.

Priva – Subject Rights Request

All Subject Rights Requests acquired under the Priva License expire twelve (12) months from date of purchase.

Customer may acquire Add-ons subject to the following conditions:

1. Customer must have active SA or an active User SL for the corresponding Qualifying Licenses
2. Customer may acquire one Add-on SL for each Qualifying License(s), unless provided otherwise in these terms
3. Customer may acquire add-on SLs between true-up dates in advance of the acquisition of the Qualifying Licenses

Add-ons expire upon the earlier of the expiration of the SA coverage for the Qualifying License or the Add-on SL term, unless provided otherwise in this Appendix. Add-ons may only be reassigned to users or devices with Qualifying Licenses. 

Microsoft 365 

Customer may not acquire new or additional From SA SLs. Customer may renew existing From SA SLs.