This agreement is between Microsoft Corporation and you, the entity listed below. This agreement gives you rights to use elements of the 2007 Microsoft Office System User Interface ("2007 Office UI") in software applications or tools that you use or license to others.
- DEFINITIONS.
(a.) "Design Guidelines" means the 2007 Microsoft Office System User Interface Design Guidelines available at http://msdn.microsoft.com/officeui and any updates to them that Microsoft gives you.
(b.) "Licensed UI" means only the user interface elements of your software that comply with the Design Guidelines and that are not developed or marketed expressly for use as part of or in conjunction with an Excluded Product.
(c.) "Licensed Products" means your software applications or tools products that include a Licensed UI and are not Excluded Products. Licensed Products must be registered with Microsoft at http://msdn.microsoft.com/officeui.
(d.) "Microsoft IP" means the intellectual property rights of Microsoft and its subsidiaries that without this license you would necessarily infringe by copying the Design Guidelines or making, using or distributing your Licensed UI. These rights include pending utility and design patent claims, copyrights, trade dress and trademark rights.
(e.) "Excluded Products" are software products or components, or web-based or hosted services that perform primarily the same general functions as the Microsoft Office Word, Excel, PowerPoint, Outlook and Access software applications, and that are created or marketed as a replacement for any or all of those Microsoft applications.
- LICENSE GRANTS. If you comply with this agreement, Microsoft grants you a non-exclusive, perpetual, royalty free license under the Microsoft IP to:
(a.) copy and reference the Design Guidelines internally to develop the Licensed UI for your Licensed Products; and
(b.) make, copy, use and distribute the Licensed UI as part of your Licensed Products.
- REQUIREMENTS & LIMITATIONS.
(a.) The Design Guidelines are Microsoft's confidential information. As long as they remain confidential, you cannot disclose them to anyone else without Microsoft's prior written approval. However, you may disclose them to your contractors who have a need to know as long as they also agree to keep the information confidential. The Design Guidelines will stop being confidential if their contents become publicly known through no fault of yours. You and your contractors may use the Design Guidelines only to comply with this agreement.
(b.) Your Licensed UI must comply with the Design Guidelines. If Microsoft notifies you that the Design Guidelines have been updated or that you are not complying with the Design Guidelines, you will make the necessary changes to comply as soon as you reasonably can, but no later than your next product release that is 6 months or more from the date you receive notice.
(c.) Microsoft is the sole owner of the Microsoft IP. All goodwill arising from your use of the Microsoft trademark and trade dress rights granted to you in Section 2 will be for Microsoft's benefit. The quality of your Licensed Products will be consistent with your other products, meet or exceed relevant industry standards and comply with all laws, rules and regulations that apply.
(d.) This license grants you no rights to use specific Microsoft trademarks or product names. However, you may say that you have licensed the 2007 Microsoft ® Office System User Interface from Microsoft or something similar.
(e.) Licensed UI and Licensed Products may not damage Microsoft's reputation or goodwill. For example, they may not be malicious, deceptive, unlawful, or obscene.
(f.) You will comply with all export laws that apply to the subject matter of this license.
(g.) This license contains no sub-license rights. If you allow others to use, copy, modify or distribute your Licensed UI in their products, your contract with them must state that they receive no Microsoft rights in the Licensed UI from you. They can request a license from Microsoft at http://msdn.microsoft.com/officeui.
- RESERVATION OF RIGHTS. Microsoft reserves all rights not expressly granted in this agreement. No additional rights (including any implied licenses) are granted by implication, estoppel or otherwise.
- FEEDBACK. You have no obligation to give Microsoft any feedback on the Design Guidelines, but if you do, Microsoft may use it in revisions to the Design Guidelines and in its products. Others may use it in their products when following the Design Guidelines. You will not give Microsoft any feedback that is not entirely yours, or that attempts to impose any other obligations on Microsoft.
- DISCLAIMER OF WARRANTIES. THE DESIGN GUIDELINES ARE PROVIDED "AS IS." IT IS YOUR RESPONSIBILITY TO OBTAIN ANY ADDITIONAL RIGHTS YOU NEED FOR YOUR LICENSED UI.
- LIMITATION OF DAMAGES. YOU CANNOT RECOVER FROM MICROSOFT ANY CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES OR LOST PROFITS RELATED TO THIS AGREEMENT. THIS APPLIES EVEN IF MICROSOFT KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF THE DAMAGES.
- ENTIRE AGREEMENT. This is the entire agreement between us regarding its subject matter.
- APPLICABLE LAW. The laws of the State of Washington govern this agreement. If federal jurisdiction exists, we each consent to jurisdiction and venue in the federal courts in King County, Washington. If not, we each consent to jurisdiction and venue in the Superior Court of King County, Washington.
- TERMINATION.
(a.) You may terminate this agreement at any time by providing written notice to Microsoft.
(b.) If either of us materially breaches any provision of this agreement other than paragraph 3(a) and does not fix the breach within ninety (90) days after being notified about it, the other party may terminate this Agreement in writing.
(c.) If you breach any of the provisions in paragraph 3(a), Microsoft may terminate this Agreement in writing at any time.
(d.) Only Sections 3(a) and 4-9 of this Agreement will survive its termination. You will immediately destroy all copies of the Design Guidelines (except one for archive purposes if you wish) when the license terminates.