This is an agreement between You ( “You”) and Microsoft Corporation, located at One Microsoft Way, Redmond, WA 98052-6399, (“Microsoft”) regarding Your use of the Windows Live Developer Platform SDK and any associated documentation, software code or other materials made available by Microsoft (collectively referred to in this agreement as the “SDK”). The SDK includes documentation for multiple Windows Live application programming interfaces (collectively the “APIs”), which may be further defined in API-specific Terms of Use (“TOU”), and any software code provided by Microsoft in conjunction with such documentation. The SDK is made available by Microsoft to assist developers in integrating certain functionality of the Windows Live services made available through the APIs (the “Services”) into web applications. This agreement applies to any updates, supplements or support services for the SDK, unless other terms accompany those items. If so, those other terms apply.

By installing, accessing or otherwise using the SDK, You accept the terms of this agreement. If You do not agree to the terms of this agreement, do not install, access or use the SDK or the APIs.

If You comply with this agreement, You have the rights below.

1. USE OF THE SDK. Subject to Your compliance with this agreement, Microsoft hereby authorizes You to use the SDK solely for the purpose of creating web applications designed to operate with the Services (referred to as “Authorized Applications”). You may not rent, lease or lend any of Your rights in the SDK or access to the Services. You may reproduce the SDK, provided that You reproduce only complete copies, including without limitation all “read me” files, copyright notices, and other legal notices and terms that Microsoft has included in the SDK, and provided that You may not distribute any copy You make of the SDK.
   
2. DISTRIBUTABLE CODE. If the SDK contains redistributable software code, You are permitted to include such code in Authorized Applications if You comply with the terms below.
   i.Right to Use and Distribute. You may copy and distribute the object code form of code listed in REDIST.TXT files, if any. You may modify, copy, and distribute the source form of code marked as “sample” in the SDK. Such code is “Distributable Code.” You may permit distributors of Your Authorized Applications to copy and distribute the Distributable Code as part of those applications.
   ii.Distribution Requirements. For any Distributable Code that You distribute, You must
   
   • require distributors and external end users to agree to terms that protect it at least as much as this agreement; and
     
   • indemnify, defend, and hold harmless Microsoft from any claims, including attorneys’ fees, related to the distribution or use of Your applications.
     
   iii.Distribution Restrictions. You may not
   
   • alter any copyright, trademark or patent notice in the Distributable Code;
     
   • use Microsoft’s trademarks in Your programs’ names or in a way that suggests Your applications come from or are endorsed by Microsoft;
     
   • include Distributable Code in malicious, deceptive or unlawful applications; or
     
   • modify or distribute the source code of any Distributable Code so that any part of it becomes subject to an Excluded License. An Excluded License is one that requires, as a condition of use, modification or distribution, that
     ●    the code be disclosed or distributed in source code form; or
     ●    others have the right to modify it.
     
3. ICON LICENSE. Subject to Your compliance with the terms of this Agreement, Microsoft grants You a non-exclusive, non-transferable, worldwide, revocable right to use the icons identified in Exhibit A (“Icons”) solely in connection with the Services in accordance with this Agreement and the requirements set forth in Exhibit A. All rights not expressly granted herein are reserved by Microsoft. The right to use the Icons as granted herein in no way implies or grants You any rights to distribute any Microsoft products or other intellectual property.
   i.No Sublicensing. You are granted no right, and shall not purport to permit any third party to use the Icons in any manner without Microsoft’s prior written consent.
   ii.No Use for Merchandising. Your right to use the Icons in connection with Product shall not extend to the merchandising or sale of related or promotional products under the Icons.
   iii.Prohibited Activities. You shall not use the Icons in connection with any activity that (a) disparages Microsoft or its products or services; (b) violates or infringes any intellectual property of Microsoft; or (c) violates any local, state, federal, country, or international regulation or law.
   
4. SCOPE OF LICENSES. The SDK is licensed, not sold. This agreement only gives You some rights to use the SDK. Microsoft reserves all other rights. Unless applicable law gives You more rights despite this limitation, You may use the SDK only as expressly permitted in this agreement. In doing so, You must comply with any technical limitations in the SDK that only allow You to use it in certain ways. You may not
   
   • reverse engineer, decompile or disassemble the SDK, except and only to the extent that applicable law expressly permits, despite this limitation;
     
   • make more copies of the SDK than specified in this agreement, except and only to the extent applicable law expressly permits, despite this limitation;
     
   • publish the SDK for others to copy; or
     
   • rent, lease or lend the SDK.
     
5. USE OF THE SERVICES. Your use of the Services, and the use of the Services by anyone hosting or using your Authorized Application, is governed by the then-current TOUs which can be found on: http://dev.live.com/terms/.
   
6. EXPORT RESTRICTIONS. THE SDK IS SUBJECT TO UNITED STATES EXPORT LAWS AND REGULATIONS. YOU MUST COMPLY WITH ALL DOMESTIC AND INTERNATIONAL EXPORT LAWS AND REGULATIONS THAT APPLY TO THE SDK. THESE LAWS INCLUDE RESTRICTIONS ON DESTINATIONS, END USERS AND END USE. FOR ADDITIONAL INFORMATION, SEE WWW.MICROSOFT.COM/EXPORTING.
   
7. SUPPORT. Microsoft is not obligated to provide any technical or other support (“Support Services”) for the SDK or Services to You. However, if Microsoft chooses to provide any Support Services to You, Your use of such Support Services will be governed by then-current Microsoft policies. With respect to any technical or other information You provide to Microsoft in connection with the Support Services, You agree that Microsoft has an unrestricted right to use such information for its business purposes, including for product support and development. Microsoft will not use such information in a form that personally identifies You.
   
8. FEES. Microsoft may choose in the future to charge for use of the SDK, the APIs and/or Services. If Microsoft in its sole discretion chooses to establish fees and payment terms for such use, Microsoft will provide notice of such terms as provided in Section 11 below, and You may elect to stop using the SDK, APIs and/or Services rather than incurring fees.
   
9. TERMINATION. Microsoft reserves the right to discontinue offering the SDK, APIs and Services or to modify the SDK, APIs or Services at any time in its sole discretion. If You are dissatisfied with any aspect of the SDK, APIs or Services at any time, Your sole and exclusive remedy is to cease using them. Notwithstanding anything contained in the agreement to the contrary, Microsoft may also, in its sole discretion, terminate or suspend access to the APIs and Services to You or any end user at any time. You acknowledge that termination and/or monetary damages may not be a sufficient remedy if You breach this agreement and that Microsoft will be entitled, without waiving any other rights or remedies, to injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction in the event of a breach. This Section and Sections 4, 5, 7, 10, 12, 13, 14, 15 and 16 will survive termination of this agreement or any discontinuation of the offering of the SDK, APIs or Services, along with any other provisions that would reasonably be deemed to survive such events.
   
10. RESERVATION OF RIGHTS. Except for the licenses expressly granted under this Agreement, Microsoft and its suppliers retain all right, title and interest in and to the SDK, APIs, Services, and all intellectual property rights therein. You are not authorized to alter, modify, copy, edit, format, create derivative works of or otherwise use any materials, content or technology provided under this Agreement except as explicitly provided in this agreement or approved in advance in writing by Microsoft.
    
11. MODIFICATIONS; NOTICES. If we change this contract, then we will give you notice before the change is in force. If you do not agree to these changes, then you must cancel and stop using the SDK, Services and APIs before the changes are in force. If you do not stop using the SDK, Services or APIs, then your use of the SDK, Services or APIs will continue under the changed contract. Microsoft may give notices to You, at Microsoft's option, by posting on any portion of http://dev.live.com or by electronic mail to any e-mail address provided by You to Microsoft.
    
12. ENTIRE AGREEMENT. This agreement, and the terms for the Windows Live Platform Development Terms of Use, are the entire agreement with respect to the SDK, the Services and the APIs.
    
13. APPLICABLE LAW
    i.United States. If You acquired the SDK in the United States, Washington state law governs the interpretation of this agreement and applies to claims for breach of it, regardless of conflict of laws principles. The laws of the state where You live govern all other claims, including claims under state consumer protection laws, unfair competition laws, and in tort.
    ii.Outside the United States. If You acquired the SDK in any other country, the laws of that country apply.
    
14. LEGAL EFFECT. This agreement describes certain legal rights. You may have other rights under the laws of Your country. This agreement does not change Your rights under the laws of Your country if the laws of Your country do not permit it to do so.
    
15. DISCLAIMER OF WARRANTY. The SDK is licensed “as-is.” You bear the risk of using it. Microsoft gives no express or implied warranties, guarantees or conditions. You may have additional consumer rights under Your local laws which this agreement cannot change. To the extent permitted under Your local laws, Microsoft excludes the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Without limiting the generality of the foregoing, Microsoft makes no warranties regarding the Icons, and hereby disclaims all warranties that might otherwise be implied by law.
    
16. LIMITATION ON AND EXCLUSION OF REMEDIES AND DAMAGES. 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
    
    • anything related to the SDK, services, content (including code) on third party Internet sites, or third party programs; and
      
    • claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort to the extent permitted by applicable law.
      
    It 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 country may not allow the exclusion or limitation of incidental, consequential or other damages.
    

 Exhibit A

Icons

The Icons

The icon used for the Windows Live Messenger Library service will be served directly by Microsoft at the time the service is invoked, from one of the following  URLs:

http://settings.messenger.live.com/static/img/wlmlogo_b.gif

or

http://settings.messenger.live.com/static/img/wlmlogo_w.gif

The icon for the Windows Live Contacts service will be served directly by Microsoft at the time the service is invoked, from the following URL:

http://dev.live.com/scripts/base/wlconnect.png

The icon for the Live Search API service will be served directly by Microsoft at the time the service is invoked, from the following URL:

http://go.microsoft.com/fwlink/?LinkId=89151

The icon for the Windows Live Alerts (Standard Edition) is:

http://images.alerts.msn.com/mcwebsite/graphics/blog/alert_signup_eng.gif

Logo Terms and Requirements

The following terms apply only if You use any of the Icons in an Authorized Application.

Ownership of Icons. Nothing in this Agreement or in the performance thereof, or that might otherwise be implied by law, shall operate to grant You any right, title, or interest in or to the Icons other than as specified herein. Your use of the Icons shall inure solely to the benefit of Microsoft. You hereby assign and shall assign in the future to Microsoft all rights You may acquire by operation of law or otherwise in the Icons, including all applications or registrations therefore, along with the goodwill associated therewith.

Proper Use of Icons. Microsoft reserves the right to object to unfair uses or misuses of the Icons or other violations of applicable law. Upon notice or other discovery of any non-conformance with the requirements or prohibitions of this Agreement, Company shall promptly remedy such non-conformance and notify Microsoft of the remedial steps taken.

Quality Control. You must maintain the quality of Authorized Applications at a level that meets or exceeds standards of quality and performance generally accepted in the industry and that is at least commensurate with the quality and performance of products distributed by Microsoft as of the date of this Agreement. Upon Microsoft’s request, You shall provide Microsoft with samples of Your use of the Icons. You shall promptly remedy any deficiencies in its use of the Icons and/or the quality of any Authorized Application used in conjunction with the Icons upon receipt of notice from Microsoft, and shall notify Microsoft of the remedial steps taken.

Protection of Icons. You shall assist Microsoft in protecting and maintaining Microsoft’s rights in the Icons worldwide. Microsoft shall have the sole right to and in its sole discretion may commence, prosecute or defend, and control any action concerning the Icons. You shall not contest the validity of, or by act or omission jeopardize, or take any action inconsistent with, Microsoft’s rights or goodwill in the Icons in any country, including attempted registration of the Icons, or use or attempted registration of any mark confusingly similar thereto.

Indemnification. You shall defend Microsoft against, and pay the amount of any adverse judgment, or settlement to which You consent, resulting from any claim arising out of Your use of the Icons in breach of this Agreement, (“Indemnified Claim”); provided that Microsoft gives You timely written notice of the Indemnified Claim, and sole control over and reasonable assistance with its settlement and defense.

The Icons may be used only as specified below and elsewhere in this Agreement:

1. The Icons may be used solely in connection with the Services to depict the function described above for each Icon, and for the purposes of allowing users to activate such functionality by selecting the corresponding Icon. The Icons must launch fully and consistently the corresponding function, and may not be used in connection with any other function or with any other product or service.
   
2. Microsoft will provide you with artwork samples for the Icons. Except for size, the Icons may not be altered in any manner, including proportions, colors, elements, etc., or animated, morphed, or otherwise distorted in perspective or dimensional appearance.
   
3. You may not use the Icons for promotional purposes (e.g. the Icons may not be used in any advertising materials or on Product packaging, except in photographs of your Authorized Application depicting the Icons during regular use of the Authorized Application).
   
4. The Icons may not be used in any manner that expresses or might imply Microsoft’s affiliation, sponsorship, endorsement, certification, or approval, other than as contemplated by the Agreement.
   
5. The Icons may not be imitated in any materials.
   
6. The Icons may not be used as design features in any materials.
   
7. The Icons may not be combined with any other object—including, but not limited to, other icons, logos, words, graphics, photos, slogans, numbers, design features, or symbols. The Icons must stand alone. A minimum amount of empty space must be left between each Icon and any other object such as type, photography, borders, edges, etc.
   
8. Your company name or logo must appear on any Authorized Application where any Icons are used and must be more prominent than any Icon.
   
9. Your Authorized Application may not use any designs or icons other than the Icons provided hereunder to represent the functions listed above.
   
10. Each use of the Icons must include the following statement on the Authorized Application’s Help/About box or online attribution screen in Online Help, as well as in any associated documentation: “Some icons under license from Microsoft Corporation”.
    

Using the Icons in Documentation

The Icons may be used in an Authorized Applications documentation solely to describe the purpose or functionality of the Icons within you’re the application (i.e., in a tutorial manner) and may not be used as a graphical element or design for your own purposes (e.g., as chapter headings, advertisements, promotional pieces, etc.).