Schedule 3 - Microsoft Service Customer License Terms

Terms and Conditions regarding use of Microsoft Software

This document concerns your use of Microsoft software, which includes computer software provided to you by TSGI as described below, and may include associated media, printed materials, and “online” or electronic documentation (individually and collectively “SOFTWARE PRODUCTS”). TSGI does not own the SOFTWARE PRODUCTS and the use thereof is subject to your agreement with TSGI, and to your understanding of compliance with and consent to the following terms and conditions, which TSGI does not have authority to vary, alter or amend.

1. Definitions

“Client Software” means the software that allows a Device to access or utilise the services or functionality provided by the Server Software.

“Device” means each of a computer, workstation, terminal, handheld PC, pager, telephone, personal digital assistant, “smart phone,” or other electronic device.

“Server Software” means software that the provider services or functionality on a computer acting as a server.

“Redistribution Software” means the software described in Paragraph 4 (“Use of Redistribution Software) below.

2. Ownership of Software Products

The SOFTWARE PRODUCTS are licensed to TSGI from an affiliate of the Microsoft corporation (“Microsoft”). All title and intellectual property rights in and to the SOFTWARE PRODUCTS (and the constituent elements thereof, including but not limited to any images, photographs, animations, video, audio, music, text and “applets” incorporated into the SOFTWARE PRODUCTS) are owned by Microsoft or its suppliers. The SOFTWARE PRODUCTS are protected by copyright laws and international copyright treaties, as well as, other intellectual property laws and treaties. Your possession, access, or use of the SOFTWARE PRODUCTS does not transfer any ownership of the SOFTWARE PRODUCTS or any intellectual property rights to you.

3. Use of Client Software

You may use the client software installed on your devices by TSGI only in accordance with the instructions, and only in connection with the services, provided to you by TSGI.

4. Use of Redistribution Software

In connection with the services provided to you by TSGI, you may have access to certain “sample,” “redistributable” and/or software development (“SDK”) software code and tools (individually and collectively “Redistribution Software”). YOU MAY NOT USE, MODIFY, COPY, AND/ORDISTRIBUTE ANY REDISTRIBUTION SOFTWARE UNLESS YOU EXPRESSLY AGREE TO AND COMPLY WITH CERTAIN ADDITIONAL TERMS CONTAINED IN THE SERVICES PROVIDER USE RIGHTS (“SPUR”) APPLICABLE TO COMPANY, WHICH TERMS MUST BE PROVIDED TO YOU BY COMPANY. Microsoft does not permit you to use any Redistribution Software unless you expressly agree to and comply with such additional terms, as provided to you by TSGI.

5. Copies

You may not make any copies of the SOFTWARE PRODUCTS; provided, however that you may (a) make one (1) copy of Client Software on your Device as expressly authorised by TSGI; and (b) you may make copies of the Redistribution Software in accordance with Paragraph 4 (Use of Redistribution Software). You must erase or destroy all such Client Software and/or redistribution software upon termination or cancellation of your agreement with TSGI, upon notice from TSGI or upon transfer of your device to another person or entity, whichever first occurs. You may not copy any printed materials accompanying the SOFTWARE PRODUCTS.

6. Limitations on Reverse Engineering, Decompilation and Disassembly

You may not reverse engineer, decompile, or disassemble the SOFTWARE PROUCTS, except and only to the extent that applicable law, notwithstanding this limitation expressly permits such activity.

7. No Rental

You may not rent, lease, lend, pledge or directly or indirectly transfer or distribute the SOFTWARE PRODUCTS to any third party, and you may not permit any third party to have access to and/or use the functionality of the SOFTWARE PRODUCTS.

8. Termination

Without prejudice to any other rights, TSGI may terminate your rights to use the SOFTWARE PRODUCTS if you fail to comply with these terms and conditions. In the event of termination or cancellation, you must stop using and/or accessing the SOFTWARE PRODUCTS, and destroy all copies of the SOFTWARE PRODUCTS and all of its component parts.

9. No warranties, Liabilities or Remedies by Microsoft

ANY WARRANTIES, LIABILITY FOR DAMAGES AND REMEDIES, IF ANY, ARE PROVIDED SOLELY BY TSGI AND NOT BY MICROSOFT OR ITS AFFILIATES OR SUBSIDIARIES.

10. Product Support

Any product support for the SOFTWARE PRODUCTS is provided to you by TSGI and is not provided by Microsoft or its affiliates or subsidiaries.

11. Not Fault Tolerant

THE SOFTWARE PRODUCTS MAY CONTAIN TECHNOLOGY THAT IS NOT FAULT TOLERANT AND IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN ENVIRONMENTS OR APPLICATIONS IN WHICH THE FAILURE OF THE SOFTWARE PRODUCTS COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL, PROPERTY OR ENVIRONMENTAL DAMAGE.
12. Export Restrictions.

The SOFTWARE PRODUCTS are of U.S. origin for purposes of U.S. export control laws. You agree to comply with all applicable international and national laws that apply to the SOFTWARE PRODUCTS, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments. For additional information, see http://www.microsoft.com/exporting/.

12. Liability for Breach

In addition to any liability you may have to TSGI, you agree that you will also be legally responsible directly to Microsoft for any breach of these terms and conditions.

For more information call us on 0800 8620202 or email info@tsgiservices.co.uk