Miscellaneous.
a) Export Compliance. The parties acknowledge that Program Content may be subject to U.S. and other countries’ export jurisdiction. You must comply with all applicable international and national laws, including the U.S. Export Administration Regulations, as well as end-user, end use and destination restrictions by U.S. and other governments. For additional information, see https://www.microsoft.com/en-us/exporting.
b) Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous representations, discussions, proposals, negotiations, conditions, and agreements, whether oral or written, and all communications between the parties relating to the subject matter hereof and all past courses of dealing or industry custom. In the event of any conflict between the terms of this Agreement and the Credential-Specific Requirements, the terms of the Credential-Specific Requirements will control solely to the extent of the inconsistency and solely with respect to the applicable Microsoft Credential.
c) Assignment. You may not assign, transfer, or sublicense any of your rights or delegate any of your obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise.
d) Attorneys’ Fees. If either party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party will be entitled to recover its reasonable attorney’s fees, costs, and other expenses, including the costs and fees incurred on appeal or in a bankruptcy or similar action.
e) No Exclusivity. Your participation in this Program is voluntary. Nothing in this Agreement restricts you from supporting, promoting, distributing, or using non-Microsoft technology.
f) Relationship of the Parties; Non-Microsoft Technology. You will not, by virtue of this Agreement, have any right, power, or authority to act or create any obligation, express or implied, or to make any representation or warranty, on behalf of the Microsoft or to bind Microsoft in any respect whatsoever. For clarity, nothing in this Agreement restricts you from supporting, promoting, distributing, or using non-Microsoft technology.
g) Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) must be in writing and:
(i) in the case of Notices to Microsoft, addressed to Microsoft at the address set forth in the first paragraph of this Agreement; and
(ii) in the case of Notices to you, posted to Microsoft Learn or sent to your email address (or to such other address that may be designated by the party receiving Notice from time to time in accordance with this Section 13(g)). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile, email (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only (y) upon receipt by the receiving party and (z) if the party giving the Notice has complied with the requirements of this Section 13(g).
h) Waiver; Severability. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise or delay in exercising any right, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision.
i) Microsoft Contracting Entity: The Microsoft contracting entity for this Agreement is determined by the country or region where you are located. See details below:
i. The Microsoft entity for the following countries or regions is indicated below: Anguilla, Antigua and Barbuda, Argentina, Aruba, Bahamas, Barbados, Belize, Bermuda, Bolivia, Brazil, Canada, Cayman Islands, Chile, Colombia, Costa Rica, Curacao, Dominica, Dominican Republic, Ecuador, El Salvador, French Guiana, Grenada, Guam, Guatemala, Guyana, Haiti, Honduras, Jamaica, Martinique, Mexico, Montserrat, Nicaragua, Panama, Paraguay, Peru, Puerto Rico, Saint Kitts and Nevis, Saint Lucia, Saint Pierre and Miquelon, Saint Vincent and The Grenadines, Suriname, Trinidad and Tobago, Turks and Caicos Islands, United States, Uruguay, Venezuela, Virgin Islands (British) and Virgin Islands (U.S.):
Microsoft Corporation
One Microsoft Way
Redmond, WA 98052 USA
ii. The Microsoft entity for the following countries or regions is indicated below: Afghanistan, Albania, Algeria, Andorra, Angola, Armenia, Austria, Azerbaijan, Bahrain, Belarus, Belgium, Benin, Bosnia and Herzegovina, Botswana, Bouvet Island, Bulgaria, Burkina Faso, Burundi, Cameroon, Central African Republic, Chad, Comoros, Congo, Cote d’Ivoire, Croatia, Cyprus, Czech Republic, Democratic Republic of São Tomé and Príncipe, Democratic Republic of the Congo, Denmark, Djibouti, Egypt, Estonia, Ethiopia, Faeroe Islands, Finland, France, Gabon, Gambia, Georgia, Germany, Ghana, Gibraltar, Greece, Greenland, Guadeloupe, Guinea-Bissau, Hungary, Iceland, Ireland, Israel, Italy, Jordan, Kazakhstan, Kenya, Kosovo, Kuwait, Kyrgyzstan, Latvia, Lebanon, Lesotho, Liberia, Liechtenstein, Lithuania, Luxembourg, Libya, North Macedonia, Madagascar, Malawi, Mali, Malta, Mauritania, Mauritius, Moldova, Monaco, Mongolia, Montenegro, Morocco, Mozambique, Namibia, the Netherlands, New Caledonia, Niger, Nigeria, Norway, Oman, Pakistan, Poland, Portugal, Qatar, Republic of Cabo Verde, Republic of Equatorial Guinea, Republic of Guinea, Republic of Senegal, Reunion, Romania, Russian Federation, Rwandese Republic, Saint Helena, San Marino, Saudi Arabia, Serbia, Seychelles, Sierra Leone, Slovakia, Slovenia, Somalia, South Africa, Spain, Svalbard and Jan Mayen, Swaziland, Sweden, Switzerland, Tajikistan, Tanzania, Togo, Tunisia, Türkiye, Turkmenistan, Uganda, Ukraine, United Arab Emirates, United Kingdom, Uzbekistan, Vatican City State, Yemen, Zaire, Zambia and Zimbabwe:
Microsoft Ireland Operations Limited
The Atrium, Block B, Carmenhall Road
Sandyford Industrial Estate
Dublin, 18, Ireland
iii. The Microsoft entity for the following countries or regions is indicated below: Australia and its external territories, Bangladesh, Bhutan, Brunei Darussalam, Cambodia, Cook Islands, Fiji, French Polynesia, French Southern Territories, Hong Kong Special Administrative Unit, India, Indonesia, Kiribati, Lao People’s Democratic Republic, Macao Special Administrative Unit, Malaysia, Maldives, Marshall Islands, Mayotte, Micronesia, Nauru, Nepal, New Zealand, Niue, Northern Mariana Islands, Palau, Papua New Guinea, Philippines; Pitcairn, Samoa, Singapore, Solomon Islands, Sri Lanka, Thailand, Timor Leste, Tokelau, Tonga, Tuvalu, Wallis and Futuna Islands, Vanuatu and Vietnam:
Microsoft Regional Sales Corporation
438B Alexandra Road #04-09/12
Block B, Alexandra Technopark
Singapore 119968
iv. The Microsoft entity for Japan is:
Microsoft Japan Company, Limited
Shinagawa Grand Central Tower
2-16-3, 2 Konan, Minato-ku,
Tokyo 108-0075
Japan
v. The Microsoft entity for Taiwan is:
Microsoft Taiwan Corporation
8F, No 7, Sungren Rd.
Shinyi Chiu, Taipei
Taiwan 110
vi. The Microsoft entity for the People’s Republic of China is:
Microsoft (China) Company Limited6F Sigma Center
No. 49 Zhichun Road Haidian District
Beijing 100080, P.R.C
vii. The Microsoft entity for the Republic of Korea is:
Microsoft Korea, Inc.
5th Floor, West Wing
POSCO Center
892 Daechi-Dong Gangnam-Gu
Seoul, 135-777, Korea
j) Applicable law. Applicable law, jurisdiction and venue for this Agreement are identified below. This choice of jurisdiction and venue does not prevent either party from seeking injunctive relief for a violation of intellectual property rights, confidentiality obligations or enforcement of recognition of any award or order. Injunctive relief or enforcement of recognition may be sought in any appropriate jurisdiction.
i. Generally: Except as provided in Section 13(j)(ii), the laws of the State of Washington govern this Agreement. If federal jurisdiction exists, the parties’ consent to exclusive jurisdiction and venue in the federal courts in King County, Washington. If not, the parties’ consent to exclusive jurisdiction and venue in the Superior Court of King County, Washington.
ii. Other terms: If your principal place of business is in one of the countries or regions listed below, the corresponding provision applies and supersedes Section 13(j)(i) to the extent that it is inconsistent:
A. If your principal place of business is in Australia and its external territories, Bangladesh, Bhutan, Brunei Darussalam, Cambodia, Cook Islands, Fiji, French Polynesia, French Southern Territories, Hong Kong SAR, India, Indonesia, Kiribati, Lao People’s Democratic Republic, Macao SAR, Malaysia, Maldives, Marshall Islands, Mayotte, Micronesia, Nauru, Nepal, New Zealand, Niue, Northern Mariana Islands, Palau, Papua New Guinea, Philippines; Pitcairn, Samoa, Singapore, Solomon Islands, Sri Lanka, Thailand, Timor Leste, Tokelau, Tonga, Tuvalu, Wallis and Futuna Islands, Vanuatu and Vietnam, this Agreement is construed and controlled by the laws of Singapore.
B. If your principal place of business is in Australia or its external territories, Brunei, Malaysia, New Zealand, or Singapore, you consent to the non-exclusive jurisdiction of the Singapore courts.
C. If your principal place of business is in Bangladesh, Bhutan, Cambodia, Cook Islands, Fiji, French Polynesia, French Southern Territories, Hong Kong SAR, India, Indonesia, Kiribati, Lao People’s Democratic Republic, Macao SAR, Maldives, Marshall Islands, Mayotte, Micronesia, Nauru, Nepal, Niue, Northern Mariana Islands, Palau, Papua New Guinea, Philippines; Pitcairn, Samoa, Solomon Islands, Sri Lanka, Thailand, Timor Leste, Tokelau, Tonga, Tuvalu, Wallis and Futuna Islands, Vanuatu and Vietnam, any dispute related to this Agreement, including any question regarding its existence, validity or termination, will be referred to and finally resolved by arbitration in Singapore according to the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC”). The SIAC Arbitration Rules are incorporated by this reference into the Agreement. The Tribunal will consist of one arbitrator appointed by the Chairman of SIAC. The language of the arbitration will be English. The arbitrator’s decision will be final, binding and incontestable and may be used as a basis for judgment thereon in Bangladesh, India, Indonesia, Philippines, Sri Lanka, Thailand or Vietnam (as appropriate), or elsewhere.
D. If your principal place of business is in Japan, the following applies: The Agreement will be construed and controlled by the laws of Japan. You consent to exclusive original jurisdiction and venue in the Tokyo District Court. The prevailing party in any action related to this Agreement may recover its reasonable attorneys’ fees, costs, and other expenses.
E. If your principal place of business is in Afghanistan, Albania, Algeria, Andorra, Angola, Armenia, Austria, Azerbaijan, Bahrain, Belarus, Belgium, Benin, Bosnia and Herzegovina, Botswana, Bouvet Island, Bulgaria, Burkina Faso, Burundi, Cameroon, Central African Republic, Chad, Comoros, Congo, Cote d’Ivoire, Croatia, Cyprus, Czech Republic, Democratic Republic of São Tomé and Príncipe, Denmark, Djibouti, Egypt, Estonia, Ethiopia, Faeroe Islands, Finland, France, Gabon, Gambia, Georgia, Germany, Ghana, Gibraltar, Greece, Greenland, Guadeloupe, Guinea-Bissau, Hungary, Iceland, Ireland, Israel, Italy, Jordan, Kazakhstan, Kenya, Kosovo, Kuwait, Kyrgyzstan, Latvia, Lebanon, Lesotho, Liberia, Liechtenstein, Lithuania, Luxembourg, Libya, North Macedonia, Madagascar, Malawi, Mali, Malta, Mauritania, Mauritius, Moldova, Monaco, Mongolia, Montenegro, Morocco, Mozambique, Namibia, the Netherlands, New Caledonia, Niger, Nigeria, Norway, Oman, Pakistan, Poland, Portugal, Qatar, Republic of Cabo Verde, Republic of Equatorial Guinea, Republic of Guinea, Republic of Senegal, Reunion, Romania, Russian Federation, Rwandese Republic, Saint Helena, San Marino, Saudi Arabia, Serbia, Seychelles, Sierra Leone, Slovakia, Slovenia, Somalia, South Africa, Spain, Svalbard and Jan Mayen, Swaziland, Sweden, Switzerland, Tajikistan, Tanzania, Togo, Tunisia, Türkiye, Turkmenistan, Uganda, Ukraine, United Arab Emirates, United Kingdom, Uzbekistan, Vatican City State, Yemen, Zaire, Zambia, Zimbabwe, the following applies:
The Agreement is governed by and construed according to the laws of Ireland. You consent to the jurisdiction of and venue in the Irish courts in all disputes relating to this Agreement.
F. If your principal place of business is in the People’s Republic of China, the following applies. For purpose of this Agreement, the People’s Republic of China does not include Hong Kong SAR, Macao SAR, or Taiwan:
The Agreement will be construed and controlled by the laws of the People’s Republic of China. You consent to submit any dispute relating to the Agreement and any addendum to binding arbitration. The arbitration will be at the China International Economic and Trade Arbitration Commission in Beijing (“CIETAC”) according to its then current rules.
G. If your principal place of business is in Colombia or Uruguay, the following applies:
All disputes, claims, or proceedings between the parties relating to the validity, construction or performance of this Agreement will be settled by arbitration. The arbitration will be according to the UNCITRAL Arbitration Rules as presently in force. The appointing authority will be the International Chamber of Commerce (“ICC”) acting according to the rules adopted by the ICC for this purpose. The place of arbitration will be Seattle, Washington, U.S.A. There will only be one arbitrator. The award will be in law and not in equity and will be final and binding on the parties. The parties hereto irrevocably agree to submit all matters and disputes arising in connection with this Agreement to arbitration in Seattle, Washington, U.S.A.
H. If your principal place of business is in Republic of Korea, the following applies: The Agreement will be construed and controlled by the laws of Republic of Korea. You consent to the exclusive original jurisdiction and venue in the Seoul Central District Court. The prevailing party in any action to enforce a right or remedy under this Agreement or to interpret a provision of this Agreement will be entitled to recover its reasonable attorneys’ fees, costs, and other expenses.
I. If your principal place of business is in Taiwan, the following applies:
The terms of this Agreement will be governed by and construed according to the laws of Taiwan. The parties hereby designate the Taipei District Court as the court of first instance having jurisdiction over any disputes arising out of or in connection with this Agreement.
k) No Third-Party Beneficiaries. This Agreement does not create or confer any legal or equitable right, benefit or remedy upon any person or entity other than the parties. No person or entity will be deemed a third-party beneficiary under or by reason of this Agreement.
l) Headings; Construction. The section and paragraph headings used in this Agreement are inserted for convenience only and will not affect the meaning or interpretation of this Agreement. Unless qualified by words such as “only” or “solely,” the terms “including,” “e.g.” or similar words in this Agreement are deemed to be followed by the words “without limitation.”