MICROSOFT DYNAMICS LEARNING PORTAL TERMS OF USE

Updated: July 2017

This is an agreement between you and Microsoft Corporation (or, based on where you live, one of its affiliates) that describes your rights to use the Microsoft Dynamics Learning Portal (“DLP”). The DLP contains a variety of resources, including learning materials, documents, videos, and other graphical, textual or audio-visual content (collectively, “Materials”) and software (including developer tools and sample code) (“Software”). The Materials, Software and all other aspects of the DLP (collectively, the “services”) are subject to these Terms of Use. In the event of a conflict between these Terms of Use and any other agreement you may have with Microsoft, the terms of the other agreement will control.

ACCEPTANCE OF TERMS

By using the services you agree to the following terms. Microsoft may update these terms with or without notice to you by posting new terms. Your use of certain elements of the services may be subject to additional guidelines, posted notices, or codes of conduct. These are incorporated by reference into these terms. If you are entering into these Terms of Use on behalf of an entity, such as your employer, you represent that you have the legal authority to bind that entity.

RIGHT TO MODIFY

Microsoft may change the services or delete features of the services at any time and for any reason. Microsoft may cancel or suspend your use of the services at any time without notice and for any reason. Upon service cancellation, your right to use the services stops immediately.

USE OF MATERIALS & DOCUMENTS

All Materials that are made available on the DLP are the copyrighted work of Microsoft or its suppliers, and is governed by the terms of the license agreement that accompanies or is included with the Materials. If the Materials do not include a license agreement, then you may use these Materials only (a) as a reference to assist you in using Microsoft Dynamics products, (b) as a reference to assist you in planning and designing your product, service or technology to interface with a Microsoft Dynamics product as described in the Materials; and/or (c) to provide feedback to Microsoft. All other rights are retained by Microsoft. These Terms of Use do not give you rights under any Microsoft patents. You may not (i) duplicate any part of the Materials except that you may make a reasonable number of copies of the Materials for your internal use, (ii) remove any notices from the Materials, or (iii) give any part of the Materials, or assign or otherwise provide your rights under these Terms of Use, to anyone else.

Permission to use white papers, press releases, datasheets, FAQs, and similar written Materials (“Documents”) from the DLP is granted, provided that (1) you do not remove, modify or tamper with any copyright notices on such Documents, (2) you use such Documents for informational and non-commercial or personal use only and do not be copy or post them on any network computer or broadcast in any media, and (3) you do not make any modifications to the Documents. Accredited educational institutions, such as K-12, universities, private/public colleges, and state community colleges, may download and reproduce the Documents for distribution in the classroom. Distribution outside the classroom requires express written permission.

Use of the Materials for any other purpose is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.

USE OF SOFTWARE AVAILABLE ON THIS WEB SITE.

Use of any Software that is made available to download from the DLP is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Software ("License Terms"). You must agree to the License Terms before you can install or use any Software. If no License Terms accompany the Software, the terms set forth in the “Use of Materials & Documents” section shall govern your use of the Software.  The Software is licensed, not sold, and Microsoft reserves all rights to the Software not expressly granted by Microsoft under the License Terms, whether by implication, estoppel, or otherwise.

Any reproduction or redistribution of the Software not in accordance with the License Terms is expressly prohibited by law and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.

CONFIDENTIAL MATERIALS

Certain non-public or trade secret Materials may be marked “confidential” or otherwise be provided in a manner that a reasonable person should understand to be confidential information of Microsoft.  For a period of five years from the time you accessed this confidential information, you may not disclose this confidential information to any third party. This restriction will not apply to any information that is or becomes publicly available without a breach of this restriction, was lawfully known to the receiver of the information without an obligation to keep it confidential, is received from another source who can disclose it lawfully and without an obligation to keep it confidential, or is independently developed. You may disclose this confidential information if required to comply with a court order or other government demand that has the force of law. Before doing so, you must seek the highest level of protection available and, when possible, give Microsoft enough prior notice to provide a reasonable chance to seek a protective order.

FEEDBACK

You may give Microsoft any suggestions, comments or other feedback ("Feedback") relating to the Materials. Any Feedback you voluntarily provide may be used in Microsoft products and related specifications or other documentation (collectively, "Microsoft Offerings") which in turn may be relied upon by other third parties to develop their own products. Accordingly, if you do give Microsoft Feedback on any version of the Materials or the Microsoft Offerings to which they apply, you agree: (a) Microsoft may freely use, reproduce, license, distribute, and otherwise commercialize your Feedback in any Microsoft Offering; (b) you also grant third parties, without charge, only those patent rights necessary to enable other products to use or interface with any specific parts of a Microsoft Product that incorporate your Feedback; and (c) you will not give Microsoft any Feedback (i) that you have reason to believe is subject to any patent, copyright or other intellectual property claim or right of any third party; or (ii) subject to license terms which seek to require any Microsoft Offering incorporating or derived from such Feedback, or other Microsoft intellectual property, to be licensed to or otherwise shared with any third party.

NO WARRANTIES; NOTICES REGARDING LIMITATION OF LIABILITY

MICROSOFT AND ITS RESPECTIVE SUPPLIERS PROVIDE THE SERVICES (INCLUDING THE MATERIALS, DOCUMENTS AND SOFTWARE) “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE.” YOU BEAR THE RISK OF USING IT. WE PROVIDE NO WARRANTIES, GUARANTEES OR CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU MAY HAVE ADDITIONAL RIGHTS UNDER YOUR LOCAL LAWS WHICH THIS AGREEMENT CANNOT CHANGE. THESE DISCLAIMERS WILL APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.

IN NO EVENT SHALL MICROSOFT OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE MATERIALS, PROVISION OF OR FAILURE TO PROVIDE ACCESS TO THE SERVICES. The aggregate liability of Microsoft under these Terms of Use is limited to direct damages up to Five Hundred United States dollars ($500.00 USD). These limits apply even if this remedy does not fully compensate you for any losses, fails of its essential purpose or Microsoft knew or should have known about the possibility of the damages.

These terms do not affect the statutory rights of any consumer. They also do not exclude or restrict liability for death or personal injury arising from Microsoft’s negligence, fraud, or its gross negligence or willful intent. Some or all of these limitations or exclusions may not apply to you if your state, province, or country does not allow the exclusion or limitation of incidental, consequential or other damages.

OWNERSHIP

The services are copyright © 2017 Microsoft Corporation and/or its suppliers, One Microsoft Way, Redmond, WA 98052, US. All rights reserved. We or our suppliers own the title, copyright, and other intellectual property rights in the services and its content. Microsoft and the names, logos, and icons of all Microsoft products, software, and services may be either trademarks or registered trademarks of Microsoft in the United States and/or other countries. The names of actual companies and products may be the trademarks of their respective owners.

Microsoft may have patents, patent applications, trademarks, copyrights, or other intellectual property rights covering subject matter in the Materials, Documents and/or Software. Except as expressly provided in any written license agreement from Microsoft, the furnishing of Materials, Documents and/or Software does not give you any license to these patents, trademarks, copyrights, or other intellectual property.

PRIVACY AND PROTECTION OF PERSONAL INFORMATION.

Your privacy is important to Microsoft. Microsoft uses certain information collected from you to operate and provide the services. As part of the services, Microsoft may automatically upload information about your machine, your use of the services and services performance. Microsoft may access or disclose information about you, including the content of your communications or content on the services. Microsoft may do so in order to: (a) comply with the law or respond to lawful requests or legal process; (b) protect the rights or property of Microsoft or its customers, including the enforcement of Microsoft agreements or policies governing your use of the services; or (c) act on a good faith belief that such access or disclosure is necessary to protect the personal safety of Microsoft employees, customers, or the public. Please review Data Protection Notice relating to the collection and use of your information in connection with your use of the services.

LINKS TO THIRD PARTY SITES.

YOU MAY BE ABLE TO ACCESS THIRD PARTY SITES THROUGH LINKS ON THE DLP. THE LINKED SITES ARE NOT UNDER THE CONTROL OF MICROSOFT AND MICROSOFT IS NOT RESPONSIBLE FOR THE CONTENTS OF ANY LINKED SITE OR ANY LINK CONTAINED IN A LINKED SITE, OR ANY CHANGES OR UPDATES TO SUCH SITES. MICROSOFT IS NOT RESPONSIBLE FOR WEBCASTING OR ANY OTHER FORM OF TRANSMISSION RECEIVED FROM ANY LINKED SITE. MICROSOFT IS PROVIDING THESE LINKS TO YOU ONLY AS A CONVENIENCE AND THE INCLUSION OF ANY LINK DOES NOT IMPLY ENDORSEMENT BY MICROSOFT.

MICROSOFT ACCOUNT AND SECURITY

You must sign in to the DLP using either a Microsoft Account (MSA) or Organization Account. You are entirely responsible for any and all activities that occur under your account. You agree to notify Microsoft immediately of any unauthorized use of your account or any other breach of security. Microsoft will not be liable for any loss that you may incur as a result of someone else using your account, either with or without your knowledge. You may be held liable for losses incurred by Microsoft or another party due to someone else using your account. You may not use anyone else's account without their permission.

PROHIBITED USE OF THE SERVICES

As a condition of your use of the services, you will not use the services for any purpose that is unlawful or prohibited by these Terms of Use and notices we provide you. You must not attempt to gain unauthorized access to the services, other accounts, computer systems or networks connected to any Microsoft server through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the services. You may not use the services in any unauthorized way that could interfere with anyone else’s use of them or gain access to any service, data, account, or network. You may not enable access to the services by unauthorized third-party applications.

When using the services you must comply with these terms, all applicable laws, and the Microsoft Anti-Spam Policy . You must also obey any policies, codes of conduct, and notices Microsoft provides. The services are only for your personal use. You may not use the services, any content available on the services, or your account for any commercial purpose. You may be unable to use the services outside the country associated with your account. You may not use the services to harm others or the services. For example, you may not:

·Use the services to harm, threaten, or harass another person, organization, or Microsoft;

·Misrepresent your identity or interfere with any other party's use and enjoyment of the services;

·Damage, disable, overburden, or impair the services (or any network connected to the services);

·Resell or redistribute any part of the services or access to the services;

·Use or attempt to use any unauthorized means to modify, reroute, or gain access to the services;

·Remove, modify, or tamper with any notice or link that is incorporated into the services;

·Use any automated process or service (such as a bot, a spider, periodic caching of information stored by Microsoft, or meta-searching) to access or use the services, or to copy or scrape data from the services;

·Obtain (or try to obtain) any data from the services or related hardware, except the data that Microsoft intends to make available to you; or

·Use the services or related hardware to design, develop, or update unauthorized software.

If Microsoft believes that you are making unauthorized or improper use of the services, Microsoft may take such action as it deems appropriate without notice to you. These actions may include blocking messages from a particular Internet domain, mail server, or IP address. Microsoft may at all times: (a) disclose any information as Microsoft deems necessary to satisfy any applicable law, regulation, legal process, or governmental request; or (b) edit, refuse to post or to remove any information or materials, in whole or in part.

EXPORT RESTRICTIONS

The services are subject to United States and other jurisdictions’ export and technology laws and you agree to comply with all such applicable laws and regulations that apply to the software and/or services. United States government permission is required to transfer these free software and services to governments of any embargoed country or certain prohibited parties. Please see the U.S. Department of Treasury website for more information. Additionally, paid services are subject to United States export laws and regulations with which you must comply. These laws include restrictions on destinations, end users, and end use. For additional information, see the Exporting Microsoft Products website.

SEVERABILITY

If a court holds any provision of these Terms of Use to be illegal, invalid or unenforceable, the rest of the document will remain in effect and these Terms of Use will be amended to give effect to the eliminated provision to the maximum extent possible.

UNSOLICITED IDEAS

Microsoft and its employees do not accept or consider unsolicited ideas. This includes ideas for new advertisement campaigns, promotions, products, technologies, processes, materials, marketing plans, and product names. Please do not send any artwork, samples, demos, or other works to Microsoft or anyone at Microsoft.. The purpose of this policy is to avoid misunderstandings or disputes when Microsoft’s products or marketing strategies seem similar to ideas submitted to Microsoft. If you send them anyway, please understand thatMicrosoft will not treat your ideas or materials as confidential or proprietary.

APPLICABLE LAW AND JURISDICTION

Contracting party, choice of law, and location for resolving disputes.

(a)       If you live in or your business is headquartered in North or South America, you are contracting with Microsoft Corp., One Microsoft Way, Redmond, WA 98052, USA, and Washington State law governs the interpretation of these terms and applies to claims for breach of them, 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 Microsoft directs your services. You and Microsoft 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 these terms.

(b)       If you live in or your business is headquartered in Europe, you are contracting with Microsoft Luxembourg S.à.r.l., 20 Rue Eugene Ruppert, Immeuble Laccolith, 1st Floor, L-2543 Luxembourg. All claims, including claims regarding consumer protection laws, unfair competition laws, and in tort, will be subject to the laws of Luxembourg or of the country in which you reside. With respect to jurisdiction, you may choose the responsible court in Luxembourg or in the country in which you reside for all disputes arising out of or relating to these terms.

(c)       If you live in or your business is headquartered in the Middle East or Africa, you are contracting with Microsoft Luxembourg S.à.r.l., 20 Rue Eugene Ruppert, Immeuble Laccolith, 1st Floor, L-2543 Luxembourg, and the laws of Luxembourg govern the interpretation of these terms and apply to claims for breach of them, 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 the country to which Microsoft directs your services. You and Microsoft irrevocably agree to the exclusive jurisdiction and venue of the Luxembourg courts for all disputes arising out of or relating to these terms.

(d)       Unless your country is specifically called out below, if you live in or your business is headquartered in Asia or the South Pacific, you are contracting with Microsoft Regional Sales Corp., 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 Washington State law governs these terms, regardless of conflict of law principles. Any dispute arising out of or in connection with these terms, including any question regarding its existence, validity, or termination, will be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Center (SIAC), which rules are deemed to be incorporated by reference into this clause. The Tribunal will consist of one arbitrator to be appointed by the Chairman of SIAC. The language of arbitration will be English. The decision of the arbitrator will be final, binding, and incontestable, and it may be used as a basis for judgment in any country or region.

(e)        If you live in or your business is headquartered inJapan, , you are contracting with Microsoft Japan Co., Ltd (MSKK), Shinagawa Grand Central Tower, 2-16-3 Konan Minato-ku, Tokyo 108-0075. The laws of Japan govern these terms and any matters arising out of or relating to them. You and Microsoft irrevocably agree to the exclusive original jurisdiction and venue of the Tokyo District Court for all disputes arising out of or relating to these terms.

(f)       If you live in or your business is headquartered in China, you are contracting with Microsoft Corp., One Microsoft Way, Redmond, WA 98052, USA. As to those Services, Washington State law governs these terms, regardless of conflict of laws principles. The jurisdiction of the state or federal courts in King County, Washington, USA, is nonexclusive.

(g)        If you live in or your business is headquartered in Korea, you are contracting with Microsoft Korea, Inc., 6th Floor, POSCO Center, 892 Daechi-Dong, Kangnam-Gu, Seoul, 135-777, Korea, and the laws of the Republic of Korea govern these terms. You and Microsoft irrevocably agree to exclusive original jurisdiction and venue of the Seoul District Court for all disputes arising out of or relating to these terms.

(h)        If you live in or your business is headquartered inTaiwan, you are contracting with Microsoft Taiwan Corp., 8F, No 7 Sungren Road, Shinyi Chiu, Taipei, Taiwan 110, and the laws of Taiwan govern these terms. You and Microsoft irrevocably designate the Taipei District Court as the court of first instance having jurisdiction over any disputes arising out of or in connection with these terms.