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Windows ML WebGPU execution provider license

The experimental Windows ML WebGPU execution provider (WebGPU EP) MSIX package is governed by the following Microsoft Software License Terms. This license is in addition to the ONNX Runtime License that also applies to the package. For an overview of the WebGPU EP and its licensing, see Windows ML WebGPU execution provider (experimental).

MICROSOFT SOFTWARE LICENSE TERMS

WINDOWS APP SDK
MICROSOFT WINDOWS ML WEBGPU EXECUTION PROVIDER

IF YOU LIVE IN (OR ARE A BUSINESS WITH A PRINCIPAL PLACE OF BUSINESS IN)
THE UNITED STATES, PLEASE READ THE "BINDING ARBITRATION AND CLASS ACTION
WAIVER" SECTION BELOW. IT AFFECTS HOW DISPUTES ARE RESOLVED.

These license terms are an agreement between you and Microsoft Corporation
(or one of its affiliates). They apply to the software named above and any
Microsoft services or software updates (except to the extent such services
or updates are accompanied by new or additional terms, in which case those
different terms apply prospectively and do not alter your or Microsoft's
rights relating to pre-updated software or services). IF YOU COMPLY WITH
THESE LICENSE TERMS, YOU HAVE THE RIGHTS BELOW. BY USING THE SOFTWARE, YOU
ACCEPT THESE TERMS.

INSTALLATION AND USE RIGHTS.
a) General. Subject to the terms of this agreement, you may install and use
   any number of copies of the software to develop and test your
   applications, solely for use on Windows. When building Generative AI
   applications follow the guidelines in
   https://learn.microsoft.com/windows/ai/rai.
b) Included Microsoft Applications. The software may include other
   Microsoft applications. These license terms apply to those included
   applications, if any, unless other license terms are provided with the
   other Microsoft applications.
c) Microsoft Platforms. The software may include components from Microsoft
   Windows. These components are governed by separate agreements and their
   own product support policies, as described in the license terms found
   in the installation directory for that component or in the "Licenses"
   folder accompanying the software.
d) Third Party Materials. The software may use or include source code,
   object code, or data available under an open source or open data
   license ("Open Source Materials") or a proprietary license from a third
   party (with Open Source Materials, collectively, "Third Party
   Materials") that are licensed under the specific license terms
   applicable to the Third Party Materials (an "Third Party License
   Agreement"). To the extent that any Third Party License Agreement
   requires that the corresponding Third Party Materials be licensed under
   terms that are different from the terms set forth in this Agreement,
   then such Third Party Materials are licensed under the terms of that
   Third Party License Agreement and the other terms and conditions in
   this Agreement will not apply with respect to those Third Party
   Materials. You (a) acknowledge that any such Third Party License
   Agreement is solely between Licensee and the applicable licensor of the
   Third Party Materials, and (b) will comply with the terms of any such
   Third Party License Agreement. Without limitation to the foregoing, the
   licenses referenced on this website
   (https://learn.microsoft.com/en-us/windows/ai/new-windows-ml/supported-execution-providers)
   are deemed to be "Third Party Materials."

DATA.
a) Data Collection. The software may collect information about you and
   your use of the software, and send that to Microsoft. Microsoft may use
   this information to provide services and improve our products and
   services. You may opt-out of many of these scenarios, but not all, as
   described in the product documentation. There are also some features in
   the software that may enable you to collect data from users of your
   applications. If you use these features to enable data collection in
   your applications, you must comply with applicable law, including
   providing appropriate notices to users of your applications. You can
   learn more about data collection and use in the help documentation and
   the privacy statement at https://aka.ms/privacy. Your use of the
   software operates as your consent to these practices.
b) Processing of Personal Data. To the extent Microsoft is a processor or
   subprocessor of personal data in connection with the software,
   Microsoft makes the commitments in the European Union General Data
   Protection Regulation Terms of the Online Services Terms to all
   customers effective May 25, 2018, at
   https://docs.microsoft.com/en-us/legal/gdpr.

DISTRIBUTABLE CODE. The software may contain code you are permitted to
distribute (i.e. make available for third parties) in applications you
develop, as described in this Section.
a) Distribution Rights. The code and test files described below are
   distributable if included with the software.
   i.   Any files that are binplaced with your application by the
        WindowsAppSDK NuGet package are, by definition, permitted to be
        redistributed. This applies to both framework package dependent
        and self-contained deployments.
   ii.  Image Library. You may copy and distribute images, graphics, and
        animations in the Image Library as described in the software
        documentation; and
   iii. Third Party Distribution. You may permit distributors of your
        applications to copy and distribute any of this distributable
        code you elect to distribute with your applications.
b) Distribution Requirements. For any code you distribute, you must:
   i.   add significant primary functionality to it in your applications;
   ii.  require distributors and external end users to agree to terms
        that protect it and Microsoft at least as much as this agreement;
        and
   iii. indemnify, defend, and hold harmless Microsoft from any claims,
        including attorneys' fees, related to the distribution or use of
        your applications, except to the extent that any claim is based
        solely on the unmodified distributable code.
c) Distribution Restrictions. You may not:
   i.  use Microsoft's trademarks or trade dress in your application in
       any way that suggests your application comes from or is endorsed
       by Microsoft; or
   ii. modify or distribute the source code of any distributable code so
       that any part of it becomes subject to any license that requires
       that the distributable code, any other part of the software, or
       any of Microsoft's other intellectual property be disclosed or
       distributed in source code form, or that others have the right to
       modify it.

SCOPE OF LICENSE. The software is licensed, not sold. Microsoft reserves
all other rights. Unless applicable law gives you more rights despite this
limitation, you will not (and have no right to):
a) work around any technical limitations in the software that only allow
   you to use it in certain ways;
b) reverse engineer, decompile or disassemble the software, or otherwise
   attempt to derive the source code for the software, except and to the
   extent required by third party licensing terms governing use of
   certain open source components that may be included in the software;
c) remove, minimize, block, or modify any notices of Microsoft or its
   suppliers in the software;
d) use the software in any way that is against the law or to create or
   propagate malware; or
e) share, publish, distribute, or lease the software (except for any
   distributable code, subject to the terms above), provide the software
   as a stand-alone offering for others to use, or transfer the software
   or this agreement to any third party.

EXPORT RESTRICTIONS. You must comply with all domestic and international
export laws and regulations that apply to the software, which include
restrictions on destinations, end users, and end use. For further
information on export restrictions, visit https://aka.ms/exporting.

SUPPORT SERVICES. Microsoft is not obligated under this agreement to
provide any support services for the software. Any support provided is
"as is", "with all faults", and without warranty of any kind.

UPDATES. The software may periodically check for updates, and download
and install them for you. You may obtain updates only from Microsoft or
authorized sources. Microsoft may need to update your system to provide
you with updates. You agree to receive these automatic updates without
any additional notice. Updates may not include or support all existing
software features, services, or peripheral devices.

BINDING ARBITRATION AND CLASS ACTION WAIVER. This Section applies if you
live in (or, if a business, your principal place of business is in) the
United States. If you and Microsoft have a dispute, you and Microsoft
agree to try for 60 days to resolve it informally. If you and Microsoft
can't, you and Microsoft agree to binding individual arbitration before
the American Arbitration Association under the Federal Arbitration Act
("FAA"), and not to sue in court in front of a judge or jury. Instead, a
neutral arbitrator will decide. Class action lawsuits, class-wide
arbitrations, private attorney-general actions, and any other proceeding
where someone acts in a representative capacity are not allowed; nor is
combining individual proceedings without the consent of all parties. The
complete Arbitration Agreement contains more terms and is at
https://aka.ms/arb-agreement-4. You and Microsoft agree to these terms.

ENTIRE AGREEMENT. This agreement, and any other terms Microsoft may
provide for supplements, updates, or third-party applications, is the
entire agreement for the software.

APPLICABLE LAW AND PLACE TO RESOLVE DISPUTES. If you acquired the
software in the United States or Canada, the laws of the state or
province where you live (or, if a business, where your principal place
of business is located) govern the interpretation of this agreement,
claims for its breach, and all other claims (including consumer
protection, unfair competition, and tort claims), regardless of conflict
of laws principles, except that the FAA governs everything related to
arbitration. If you acquired the software in any other country, its laws
apply, except that the FAA governs everything related to arbitration. If
U.S. federal jurisdiction exists, you and Microsoft consent to exclusive
jurisdiction and venue in the federal court in King County, Washington
for all disputes heard in court (excluding arbitration). If not, you and
Microsoft consent to exclusive jurisdiction and venue in the Superior
Court of King County, Washington for all disputes heard in court
(excluding arbitration).

CONSUMER RIGHTS; REGIONAL VARIATIONS. This agreement describes certain
legal rights. You may have other rights, including consumer rights,
under the laws of your state or country. Separate and apart from your
relationship with Microsoft, you may also have rights with respect to
the party from which you acquired the software. This agreement does not
change those other rights if the laws of your state or country do not
permit it to do so. For example, if you acquired the software in one of
the below regions, or mandatory country law applies, then the following
provisions apply to you:
a) Australia. You have statutory guarantees under the Australian
   Consumer Law and nothing in this agreement is intended to affect
   those rights.
b) Canada. If you acquired this software in Canada, you may stop
   receiving updates by turning off the automatic update feature,
   disconnecting your device from the Internet (if and when you
   re-connect to the Internet, however, the software will resume
   checking for and installing updates), or uninstalling the software.
   The product documentation, if any, may also specify how to turn off
   updates for your specific device or software.
c) Germany and Austria.
   i.  Warranty. The properly licensed software will perform
       substantially as described in any Microsoft materials that
       accompany the software. However, Microsoft gives no contractual
       guarantee in relation to the licensed software.
   ii. Limitation of Liability. In case of intentional conduct, gross
       negligence, claims based on the Product Liability Act, as well
       as, in case of death or personal or physical injury, Microsoft
       is liable according to the statutory law.
       Subject to the foregoing clause ii., Microsoft will only be
       liable for slight negligence if Microsoft is in breach of such
       material contractual obligations, the fulfillment of which
       facilitate the due performance of this agreement, the breach of
       which would endanger the purpose of this agreement and the
       compliance with which a party may constantly trust in (so-called
       "cardinal obligations"). In other cases of slight negligence,
       Microsoft will not be liable for slight negligence.

DISCLAIMER OF WARRANTY. THE SOFTWARE IS LICENSED "AS IS." YOU BEAR THE
RISK OF USING IT. MICROSOFT GIVES NO EXPRESS WARRANTIES, GUARANTEES, OR
CONDITIONS. TO THE EXTENT PERMITTED UNDER APPLICABLE LAWS, MICROSOFT
EXCLUDES ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

LIMITATION ON AND EXCLUSION OF DAMAGES. IF YOU HAVE ANY BASIS FOR
RECOVERING DAMAGES DESPITE THE PRECEDING DISCLAIMER OF WARRANTY, YOU
CAN RECOVER FROM MICROSOFT AND ITS SUPPLIERS ONLY DIRECT DAMAGES UP TO
U.S. $5.00. YOU CANNOT RECOVER ANY OTHER DAMAGES, INCLUDING
CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT, OR INCIDENTAL DAMAGES.

This limitation applies to (a) anything related to the software,
services, content (including code) on third party Internet sites, or
third party applications; and (b) claims for breach of contract,
warranty, guarantee, or condition; strict liability, negligence, or
other tort; or any other claim; in each case to the extent permitted by
applicable law.

It also applies even if Microsoft knew or should have known about the
possibility of the damages. The above limitation or exclusion may not
apply to you because your state, province, or country may not allow the
exclusion or limitation of incidental, consequential, or other damages.