Make sure you are viewing this page in the Edge Browser. Install HERE
Go to the top right corner and click the copilot logo. (Blue ribbon)
Do the following:
Type: “read this page” and hit enter in the chat box at the bottom right.
The window should show you “Let’s not save this conversation” Select "Okay"
If Copilot keeps writing that it can't view your webpage, keep saying 'read this page' until it works. If it does not work just copy paste a segment of the below text into the chat window.
Type: "What does this file say, in 5 bullet points, about how Microsoft protects company data?"
Type: "What are 3 key differences in how Microsoft and the Mayo Clinic implement data privacy and data terms?"
Microsoft Terms:
Product Terms Publication Date: November 01, 2023 Program: EA/EAS/SCE Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 2 Table of Contents To refresh the Table of Contents page numbering, select the Table of Contents below by clicking anywhere on the Table of Contents. Note: Ensure editing is enabled on your word document. Once you select the Table of Contents, right click on the Table of Contents. A dialog box will display. Select Update Field in the dialog box. A new popup will display that allows you to Update the Table of Contents. Select “Update page numbers only”. Select the “OK” button to complete the refresh. Table of Content page numbering will update below. INTRODUCTION ......................................................................... 4 ABOUT THIS DOCUMENT ................................................................................. 4 SUMMARY OF CHANGES .................................................................................. 5 UNIVERSAL LICENSE TERMS ............................................................................. 9 FOR ONLINE SERVICES ..................................................................................... 9 FOR ALL SOFTWARE ....................................................................................... 15 PRIVACY & SECURITY TERMS ....................................................................... 18 CAL SUITES AND CAL SUITE BRIDGES ........................................................ 22 INFRASTRUCTURE AND OTHER SERVERS ...................................................... 27 ADVANCED THREAT ANALYTICS ................................................................... 27 AZURE FXT EDGE FILER ................................................................................ 29 BIZTALK SERVER ............................................................................................ 31 CORE INFRASTRUCTURE SERVER ................................................................... 33 MICROSOFT IDENTITY MANAGER ................................................................. 35 SYSTEM CENTER ............................................................................................. 37 SYSTEM CENTER SERVER ............................................................................... 37 SYSTEM CENTER DATA PROTECTION MANAGER ........................................ 40 SYSTEM CENTER OPERATIONS MANAGER .................................................. 42 SYSTEM CENTER ORCHESTRATOR ................................................................ 44 SYSTEM CENTER SERVICE MANAGER ........................................................... 47 MICROSOFT DYNAMICS 365 ON-PREMISES .............................................. 49 OFFICE APPLICATIONS ................................................................................... 52 OFFICE DESKTOP APPLICATIONS (WINDOWS) ........................................... 52 OFFICE SERVERS ............................................................................................. 54 EXCHANGE SERVER ........................................................................................ 54 PROJECT SERVER ............................................................................................ 56 SHAREPOINT SERVER .................................................................................... 58 SKYPE FOR BUSINESS SERVER ....................................................................... 59 SQL SERVER ................................................................................................... 62 VIRTUAL DESKTOP INFRASTRUCTURE (VDI SUITE) ..................................... 66 VISUAL STUDIO .............................................................................................. 66 VISUAL STUDIO SUBSCRIPTIONS .................................................................. 66 AZURE DEVOPS SERVER ............................................................................... 70 WINDOWS DESKTOP OPERATING SYSTEM.................................................. 72 WINDOWS SERVER ........................................................................................ 80 WINDOWS SERVER STANDARD, DATACENTER, AND ESSENTIALS ............. 80 ENTERPRISE MOBILITY + SECURITY .............................................................. 85 MICROSOFT 365 ........................................................................................... 86 MICROSOFT AZURE ....................................................................................... 94 MICROSOFT DYNAMICS 365 SERVICES ..................................................... 117 MICROSOFT POWER PLATFORM................................................................. 126 OFFICE 365 SERVICES ................................................................................. 130 AUDIO SERVICES .......................................................................................... 131 EXCHANGE ONLINE ..................................................................................... 134 MICROSOFT 365 APPLICATIONS ............................................................... 137 MICROSOFT STREAM (CLASSIC) ................................................................. 140 MICROSOFT TEAMS ..................................................................................... 142 OFFICE 365 SUITES ..................................................................................... 144 OFFICE FOR THE WEB ................................................................................... 147 ONEDRIVE FOR BUSINESS .......................................................................... 148 PROJECT ....................................................................................................... 150 SHAREPOINT ONLINE ................................................................................. 153 VISIO ONLINE .............................................................................................. 155 WORKPLACE ANALYTICS ............................................................................. 157 OTHER ONLINE SERVICES ........................................................................... 159 BING MAPS .................................................................................................. 159 GITHUB OFFERINGS .................................................................................... 161 MICROSOFT CLOUD FOR FINANCIAL SERVICES ADD-ON ....................... 163 MICROSOFT CLOUD FOR HEALTHCARE ADD-ON .................................... 164 MICROSOFT CLOUD FOR NONPROFIT ADD-ON ...................................... 165 MICROSOFT CLOUD FOR RETAIL ADD-ON ............................................... 166 MICROSOFT DEFENDER EXPERTS ............................................................... 167 MICROSOFT DEFENDER FOR CLOUD APPS ............................................... 168 MICROSOFT DEFENDER FOR ENDPOINT .................................................... 169 MICROSOFT DEFENDER FOR ENDPOINT FOR SERVERS ............................. 170 MICROSOFT DEFENDER FOR IOT ............................................................... 170 MICROSOFT INTUNE .................................................................................... 171 MICROSOFT LEARNING ............................................................................... 173 MICROSOFT SEARCH IN BING .................................................................... 173 MICROSOFT SUSTAINABILITY MANAGER................................................... 174 OFFICE 365 DEVELOPER ............................................................................. 174 VISUAL STUDIO WITH GITHUB ENTERPRISE .............................................. 175 WINDOWS AUTOPATCH ............................................................................. 176 WINDOWS 365 ........................................................................................... 176 GLOSSARY .................................................................................................... 177 OTHER LEGAL TERMS .................................................................................. 184 CAL AND ML EQUIVALENCY LICENSES ..................................................... 184 NOTICES ....................................................................................................... 187 PROFESSIONAL SERVICES ............................................................................ 189 PROGRAM AGREEMENT SUPPLEMENTAL TERMS ...................................... 193 PROMOTIONS .............................................................................................. 194 SOFTWARE ASSURANCE BENEFITS ............................................................. 194 AZURE DATA BOX, AZURE STACK EDGE, AND AZURE STACK HUB RUGGEDIZED TERMS ................................................................................... 200 AMAZON WORKSPACES DEPLOYMENTS ................................................... 206 Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 3 SUBSCRIPTION LICENSE SUITES .................................................................. 207 PURCHASING & RENEWING SOFTWARE ASSURANCE .............................. 210 MICROSOFT SECURITY PORTFOLIO PRODUCT TERMS MAPPING ............. 212 Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 4 Introduction About this Document This copy of the Product Terms has been downloaded from https://www.microsoft.com/licensing/terms for the date and program indicated on the title page and based on the selected products or configurations. The terms formerly contained in the “Online Services Terms” have been moved into the “Product Terms” and no longer exist as standalone terms. The unified Product Terms are incorporated by reference into agreements governing Customer’s use of Microsoft Products and Professional Services. Access to versions of the Product Terms and Online Services Terms published prior to February 2021 are available here. Updates that Microsoft makes from time to time to Use Rights apply to Customer as set forth in Customer’s agreement. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 5 Summary of Changes Below is a summary of changes and updates made to the terms over the past 12 months. To see prior months, change the effective date in the top navigation to view a prior publish date. Subscribe to the Microsoft Product Terms RSS feed to be notified of updates! https://www.microsoft.com/licensing/terms/feed/rss November 1, 2023 Universal Terms for Online Services: General updates to the Generative AI terms to add clarity and align with Microsoft's Copilot commitments. Privacy & Security Terms: Updated Azure Core Online Services to reflect new branding. Microsoft 365: Added Microsoft 365 Copilot to EA/EAS/SCE and MCA Availability and License Prerequisites tables. Microsoft Azure: Added terms for Microsoft Fabric and Azure AI Content Safety. General updates to AI and Azure OpenAI Service terms. Microsoft Defender Experts: Added Microsoft Defender Experts for XDR (User SL) to EES Availability table. GitHub Offerings: Updated General Service Terms and Service Specific Terms for added clarity when purchasing through Microsoft. System Center Server: Updated to support the launch of System Center Server in MCA/CSP. Removed the "16-cores" per customer requirement for System Center when licensing by virtual OSE. October 6, 2023 Windows Server Standard. Datacenter and Essentials: Added use rights for Windows Server Annual Channel for Containers. Microsoft Azure: Clarified Disaster Recovery and dev/test environment use rights for Extended Security Updates enabled by Azure Arc. October 1, 2023 Universal License Terms for Online Services: Additions and updates to terms that apply to all Generative AI products and application of Microsoft's Copilot Copyright Commitment. Windows Desktop Operating Systems: Added Universal Print (Per User) to Availability tables. Microsoft 365: Added Microsoft Defender for IoT - EIoT Device License to Availability and License Prerequisites tables. Added Microsoft 365 EEA offers in European Economic Area (EEA) and Switzerland to the Availability tables, as well as terms regarding availability and applicable license terms. Office 365 Suites: Added Office 365 EEA offers in European Economic Area (EEA) and Switzerland to the Availability tables, as well as terms regarding availability and applicable license terms. Microsoft Azure: Azure Active Directory (AAD) rebranded to Microsoft Entra ID. All references to Azure Active Directory have been updated to Microsoft Entra ID. Glossary: Updated definition of Previews. Added new definitions to support the Generative AI products and application of Microsoft's Copilot Copyright Commitment. September 1, 2023 Universal License Terms for Online Services: Added a clause for "Online Services with Distributable Code" to clarify the Distributable Code clause for Software also applies to Online Services that include Software components and adding clarity to the Universal clause for Validation, Auto Updates, & Collection for Software, that extensions are included. Privacy & Security Terms: Added Viva Glint to the EU Data Boundary Services table. Microsoft 365: Updated instances of "Microsoft Viva Sales" to "Microsoft Sales Copilot". Microsoft Dynamics 365 Services: Updating D365 terms to align with Customer Insights and Marketing changes including EES, EAEAS, MCA, and MPSA availability tables. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 6 Microsoft Security portfolio Product Terms mapping: Added index of security Products and the applicable terms. August 1, 2023 Amazon Workspaces Deployments: Beginning August 1, 2023, users with specific licenses may run Microsoft 365 Apps for enterprise/business, Microsoft Project, and Microsoft Visio on Amazon WorkSpaces. The licenses that will be eligible under this revised policy include Microsoft 365 E3/E5/A3/A5 and Microsoft 365 Business Premium. If you currently have any of these licenses, starting from August 1, you will be able to utilize these Microsoft applications on Amazon WorkSpaces virtual desktop infrastructure. Universal License Terms for Online Services: Universal term for Online Services added in relation to Azure meter availability and applicable terms. Privacy & Security Terms: Updated Microsoft Azure Core Services to include Azure Container Apps. Microsoft Azure: Added language for Azure Customer Solution regarding customer responsibility in obtaining necessary license related to standards. Microsoft 365: Added Microsoft Defender Vulnerability Management (User SL) to EES, EAEAS, and added MCA table and Microsoft Defender Threat Intelligence API to EES table. Updated Microsoft Defender Vulnerability Management Add-on adding Microsoft 365 A5 Security and removing Microsoft Defender for Endpoint P2 (Device). Microsoft Dynamics 365 Services: Updated Purchasing Minimums, removed ability to combine license to meet the minimum requirement. Office 365 Suites: Removed Office 365 F from Availability tables for EA/EAS, MPSA, and Point Value Chart - Commercial and changed from All Programs to MCA. Microsoft Power Platform: Updating Power Platform terms to reflect new product launches and naming conventions. Added Process Mining to Availability and Prerequisites tables. Windows Desktop Operating System: Added Windows 10 IoT Enterprise LTSC 2021 (Per Device) to MCA, MPSA, and SS Availability tables. July 1, 2023 Privacy & Security Terms: Updated list of Core Online Services for Microsoft Dynamics 365 Core Services, Office 365 Services, Microsoft Azure Core Services, Microsoft Intune Online Services, and Microsoft Power Platform Core Services to ensure accuracy with current compliance requirements, product naming, and retired services. Windows Desktop Operating System: Added Microsoft 365 G3/G5 as eligible licenses to use for Azure Virtual Desktop for Windows Microsoft Azure: Updated Reduction Eligibility for EA/EAS and SCE customers to clarify that Azure Support can be reduced at anniversary. Added service-specific terms for Microsoft Dev Box. GitHub Offerings: Added terms for GitHub availability as an Azure meter. Microsoft 365: Added Microsoft Defender Vulnerability Management Add-On to Microsoft Defender for Endpoint for servers, Entra ID Governance, and Microsoft Defender Threat Intelligence API to the Availability and License Prerequisites tables. Added terms to support the launch of Viva Glint. Microsoft Defender for Endpoint for servers: Added Microsoft Defender for Endpoint for servers to the MCA Availability table. Microsoft Power Platform: Added Power Automate Process Mining to Availability and Prerequisite tables. Microsoft Defender Experts: Added Microsoft Defender Experts for Hunting to the MCA Availability table. Windows 365: Added Windows 365 Frontline to the Availability table, as well as License assignment eligibility and additional terms. Azure Data Box, Azure Stack Edge, and Azure Stack Hub Ruggedized Terms: Adding terms for Azure Stack Hub Datacenter Hardware launch which are consolidated with the existing Azure Stack Hub Ruggedized Hardware terms. June 1, 2023 Universal License Terms for Online Services: Updating Universal Terms for OpenAI to align with product specific terms Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 7 Microsoft 365: Added Data Handling section for Microsoft Managed Desktop. Added service specific terms for Microsoft Defender External Attack Surface Management (EASM) and Microsoft Defender Threat Intelligence (MDTI). Renamed Microsoft Endpoint Manager - Remote Help to Microsoft Intune - Remote Help. Microsoft Azure: Updated OpenAI terms for Data Access and Use. Added Bing Search Services terms to the general service terms for Azure. Microsoft Defender Experts: Added Microsoft Defender Experts for XDR terms. Consolidated Hunting and XDR under Microsoft Defender Experts. Microsoft Defender for Endpoint for servers: Added a product entry for Microsoft Defender for Endpoint for servers. Microsoft Defender for IoT: Added a new stand-alone product entry for Microsoft Defender for IoT (which has been renamed from Azure Defender for IoT). Microsoft Power Platform: Added AI Builder Tier to purchasing minimums table. GitHub Offerings: Updated GitHub Availability table for new products, added definition of "Unique Committer", added License Prerequisites table, and added a clause for Enablement of GitHub Advanced Security for Azure DevOps. Azure Data Box, Azure Stack Edge, and Azure Stack Hub Ruggedized Terms: Added clarity that physical transfer is included in the "No Transfer" limitation for Azure Data Box, Azure Stack Edge, and Azure Stack Hub Ruggedized. May 11, 2023 Privacy & Security Terms: Added Azure Machine Learning to the list of Microsoft Azure Core Services. May 6, 2023 Privacy & Security Terms: Added Azure OpenAI Service to the list of Microsoft Azure Core Services. May 1, 2023 Privacy & Security Terms: Added Viva Insights (effective April1) to the list of Office 365 Core Online Services. Updates to the list of Azure Core Services to align with recent re-branding. Windows Desktop Operating System: Removed terms for Windows To Go. Microsoft 365: Updated Microsoft 365 Cross-tenant User Data Migration License Prerequisites. Added Microsoft Managed Desktop to the License Prerequisites table. Microsoft Azure: Updated the Microsoft Azure Hybrid Benefit for Windows Server terms to clarify that customers may use Standard or Datacenter software under Azure Hybrid Benefit for Windows Server. Additional updates to the Azure OpenAI Service terms. Notices: Consolidated notices for Internet-based features, Bing Maps and Malware protection from the Universal Terms for all Software to the Notices section. Promotions: Removed all expired Promotions. There are no active Promotions available. April 1, 2023 Universal Terms for Online Services:. Added a clause for "Azure OpenAI Service and Online Service Intergrations" that describes the terms for online services that incorporate Azure OpenAI. Additional updates to the Azure OpenAI terms in the Microsoft Azure section. Updated the "Licensing the Online Services" clause to clarify that additional licenses are required for usage exceeding documented limits. Microsoft Azure: Revised and simplified the Azure Hybrid Benefit use rights for Windows Server and SQL Server. Specifically, For Windows Server we 1) eliminated the requirement that customers allocate licenses in packs of eight, 2) eliminated the requirement that customers allocate 16 licenses before they begin using AHB, and 3) made textual changes for improved readability. There are no changes to any other requirements, including the requirement that the number of licenses needed equals the number of virtual cores in the VM, subject to a minimum of eight licenses per VM. For SQL Server, there are no changes to the benefit. All textual changes are for improved readability only. Added service specific terms for Azure Kubernetes Service Edge Essentials. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 8 Windows Desktop Operating System: Update the rebranded online service name from "Windows Update Compliance" to "Windows Update for Business reports". Windows Server Standard. Datacenter and Essentials: Eliminated the requirement that customers start with 16 licenses before licensing by individual virtual OSE. Added a clause that states CSP customers may run Windows Server Datacenter images with Windows Server Standard licenses when licensing by virtual OSE and following Standard edition use rights, among other conditions. Updated Windows Server CAL requirements for limited CSP-H hosting scenarios. Microsoft Intune: Added Microsoft Intune Endpoint Privilege Management (User SL) to availability tables. Updated License Prerequisite table to include M365 A3/A5 as qualifying licenses for Intune Suite, Intune P2, and Intune Endpoint Privilege Management. Also updated instances of Intune to Intune P1 per new naming. Project: Clarified installation rights for Project to reflect retirement of the QMTH program. Software Assurance Benefits: Moved the "Purchasing Software Assurance" and "Renewing Software Assurance" terms into its own page called "Purchasing & Renewing Software Assurance". March 15, 2023 Microsoft 365: Added SharePoint Advanced Management to the Availability and License Prerequisites tables. March 1, 2023 Microsoft Intune: Updated Availability table to include Intune Suite and Intune Plan 2, as well as added a License Prerequisites table for both offers. Microsoft 365: Removed all content for Education Insights as the offer has been depreciated. Updated Availability Table for two new offers; Forensic Evidence for Insider Risk Management, and Microsoft Defender Vulnerability Management Add-on, as well as the necessary prerequisites for the Vulnerability Management Add-on. Microsoft Dynamics 365 Services: Updated all references of Microsoft Relationship Sales Solution Plus to Microsoft Relationship Sales to align with name change. Privacy & Security Terms: Updated the Azure Core Services to include Azure Form Recognizer, Azure Immersive Reader, Azure Metrics Advisor, and Azure Red Hat OpenShift. February 1, 2023 Audio Services: Clarifying that the Operator Connect terms includes Operator Connect for Microsoft Teams and Microsoft Teams Phone Mobile. Exchange Online: Updated Archiving under the Core Features for Exchange Online Archiving to include Exchange Online Kiosk. Microsoft Azure: Added Service Specific Terms for the launch of Azure Communications Gateway and Azure Private 5G Core. Privacy & Security Terms: Added Windows 365 to the list of Core Online Services. Software Assurance Benefits: Removed terms related to 24x7 Problem Resolution Support as the benefit is retired. Windows Desktop Operating System: Added Universal Print Volume Add-on SKUs to the Availability Table as well as the prerequisite licenses needed to license the add-on. January 1, 2023 Microsoft Defender for Endpoint: Update to clarify that customers may use Defender products on all devices and clouds. Privacy & Security Terms: Added language to the Privacy & Security Terms that describe EU Data Boundary Services. Azure Data Box, Azure Stack Edge, and Azure Stack Hub Ruggedized Terms: Removed terms related to StorSimple due to service retirement. Windows Desktop Operating System: Updated the Software Assurance Lapse term based on recent Servicing channel changes. Removed Desktop Analytics from the list of products with "Additional License Terms for Online Services" as it has been retired. December 12, 2022 Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 9 Azure Services and Dynamics 365 Services: Added back Azure Communication Services (ACS) terms that were unintentionally removed in the December 1, 2022 publication. Minor modifications of the ACS language to align with the new Communication Services Notice. December 1, 2022 Universal License Terms for Online Services: Updated Acceptable Use Policy to clarify that mining cryptocurrency is prohibited without prior Microsoft approval. Azure DevOps Server: Updated terms to support the launch of Azure DevOps Server 2022. Notices: Added a standard notice for Communication Services. Updated various Product pages to reflect the update which will also be reflected in the Communication Services Terms document. Universal License Terms For Online Services Definitions Terms used here but not defined in the Glossary will have the definitions provided in Customer's licensing agreement. Data Processing and Security The parties agree that these terms govern Customer's use of the Online Services and that the DPA (defined in the Glossary) sets forth their obligations with respect to the processing and security of Customer Data and Personal Data by the Online Services. The parties also agree that, unless a separate Professional Services agreement exists, these terms govern the provision of Professional Services, including but not limited to the terms in the Professional Services section and terms in the DPA for the processing and security of Professional Services Data and Personal Data in connection with that provision. Separate terms, including different privacy and security terms, govern Customer's use of Non-Microsoft Products (as defined below). In the event of any conflict or inconsistency between the DPA and any other terms in Customer's licensing agreement (including these terms), the DPA shall prevail. Service Level Agreements Many Online Services offer a Service Level Agreement (SLA). For more information regarding the Online Services SLAs, please refer to https://www.microsoft.com/licensing/product-licensing/products. Applicable Product Terms and Updates for Online Services When Customer renews or purchases a new subscription to an Online Service, the then-current terms will apply and will not change during Customer's subscription for that Online Service. When Microsoft introduces features, supplements or related software that are new (i.e., that were not previously included with the subscription), Microsoft may provide terms or make updates to the terms that apply to Customer's use of those new features, supplements or related software. Electronic Notices Microsoft may provide Customer with information and notices about Online Services electronically, including via email, through the portal for the Online Service, or through a web site that Microsoft identifies. Notice is given as of the date it is made available by Microsoft. Licensing the Online Services Customer must acquire and assign the appropriate subscription licenses required for its use of each Online Service. Usage exceeding the Online Service's documented entitlement(s) and/or usage limits require additional purchase of licenses to cover overage. Each user that accesses the Online Service must be assigned a User SL or access the Online Service only through a device that has been assigned a Device SL, unless specified otherwise in the Online Service-specific Terms. Subscription License Suites describes SL Suites that also fulfill requirements for User SLs. Customer has no right to use an Online Service after the SL for that Online Service ends. License Reassignment Most, but not all, SLs may be reassigned. Except as permitted in this paragraph or in the Online Service-specific Terms, Customer may not reassign an SL on a short-term basis (i.e., within 90 days of the last assignment). Customer may reassign an SL on a short-term basis to cover a user's absence or the unavailability of a device that is out of service. Reassignment of an SL for any other purpose must be for Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 10 the remaining term of that License. When Customer reassigns an SL from one device or user to another, Customer must block access and remove any related software from the former device or from the former user's device. Multiplexing Hardware or software that a Customer uses to: pool connections or reduce the number of OSE's, devices, or users a Product directly manages; reduce the number of devices or users that directly or indirectly access or use a Product; or access data a Product itself processes or generates; does not reduce the number of Licenses of any type that Customer needs. Online Services Step-up Availability and License Assignment Some licensing programs allow customers to step-up an existing online service to a higher edition any time during the agreement and enrollment (if any) term. Such higher edition licenses may be acquired using Step-up SKUs with the following requirements: A higher edition license acquired using a Step-up SKU can only be assigned to a licensed user of a qualifying base license of the same online service or a suite license that includes the same qualifying base online service, Once the higher edition license is acquired, customers may not separate it from the qualifying base online service license, Step up SKUs must be purchased under the same licensing agreement and enrollment (if any), under which the qualifying base online service User SL was acquired. Using the Online Services Customer may use the Online Services and related software as expressly permitted in Customer's licensing agreement. Microsoft reserves all other rights. Acceptable Use Policy Neither Customer, nor those that access an Online Service through Customer, may use an Online Service: in a way prohibited by law, regulation, governmental order or decree; to violate the rights of others; to try to gain unauthorized access to or disrupt any service, device, data, account or network, including by intentionally evading or disrupting restrictions in Metaprompts; to spam or distribute malware; to mine cryptocurrency without Microsoft's prior written approval; in a way that could harm the Online Service or impair anyone else's use of it; in any application or situation where failure of the Online Service could lead to the death or serious bodily injury of any person, or to severe physical or environmental damage, except in accordance with the High-Risk Use section below; or to assist of encourage anyone to do any of the above. Without limiting Microsoft's other remedies, violations of the Acceptable Use Policy in this section may result in suspension of the Online Service. If Microsoft suspends the Online Service, Microsoft will suspend only to the extent reasonably necessary. Unless Microsoft believes an immediate suspension is required, Microsoft will provide reasonable notice before suspending an Online Service for the reasons stated above. High-Risk Use WARNING: Modern technologies, and especially platform technologies, may be used in new and innovative ways, and Customer must consider whether its specific use of these technologies is safe. The Online Services are not designed or intended to support any use in which a service interruption, defect, error, or other failure of an Online Service could result in the death or serious bodily injury of any person or in physical or environmental damage (collectively, "High-Risk Use"). Accordingly, Customer must design and implement every application such that, in the event of any interruption, defect, error, or other failure of the Online Service, the safety of people, property, and the environment are not reduced below a level that is reasonable, appropriate, and legal, whether in general or for a specific industry. Customer's High-Risk Use of the Online Services is at its own risk. Customer agrees to defend, indemnify and hold Microsoft harmless from and against all damages, costs and attorneys' fees in connection with any claims arising from a High-Risk Use associated with the Online Services, including any claims based in strict liability or that Microsoft was negligent in designing or providing the Online Service(s) to Customer. The foregoing indemnification obligation is in addition to any defense obligation set forth in Customer's licensing agreement and is not subject to any limitation of, or exclusion from, liability contained in such agreements. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 11 Medical Device Disclaimer Customer acknowledges that the Online Services (1) are not designed, intended or made available as a medical device(s), and (2) are not designed or intended to be a substitute for professional medical advice, diagnosis, treatment, or judgment and should not be used to replace or as a substitute for professional medical advice, diagnosis, treatment, or judgment. Customer is solely responsible for displaying and/or obtaining appropriate consents, warnings, disclaimers, and acknowledgements to end users of Customer's implementation of the Online Services. Data Protection and Security The terms of the DPA (http://aka.ms/DPA) apply to Online Services except for Online Services listed in the Privacy & Security Terms. For Core Online Services, Online Service-specific details on security practices and location of Customer Data at rest are also located in the Privacy & Security Terms. Use of Software with the Online Service Customer may need to install certain Microsoft software to use the Online Service. If so, the following terms apply: Microsoft Software License Terms Customer may install and use the software only for use with the Online Service. The Online Service-specific Terms may limit the number of copies of the software Customer may use or the number of devices on which Customer may use it. Customer's right to use the software begins when the Online Service is activated and ends when Customer's right to use the Online Service ends. Customer must uninstall the software when Customer's right to use it ends. Microsoft may disable it at that time. Validation, Automatic Updates, and Collection for Software Microsoft may automatically check the version of any of its software. Devices on which the software is installed may periodically provide information to enable Microsoft to verify that the software is properly licensed. This information includes the software version, the end user's user account, product ID information, a machine ID, and the internet protocol address of the device. If the software is not properly licensed, its functionality will be affected. Customer may only obtain updates or upgrades for the software from Microsoft or authorized sources. By using the software, Customer consents to the transmission of the information described in this section. Microsoft may recommend or download to Customer's devices updates, supplements, or extensions to this software, with or without notice. Some Online Services may require, or may be enhanced by, the installation of local software (e.g., agents, device management applications) ("Apps"). The Apps may collect diagnostic data (as defined in the Product Documentation) about the use and performance of the Apps, which may be transmitted to Microsoft, to the extent any Personal Data is contained therein, and used for the purposes described in the DPA. Third-party Software Components The software may contain third party software components. Unless otherwise disclosed in that software, Microsoft, not the third party, licenses these components to Customer under Microsoft's license terms and notices. Technical Limitations Customer must comply with, and may not work around, any technical limitations in an Online Service that only allow Customer to use it in certain ways. Customer may not download or otherwise remove copies of software or source code from an Online Service except as explicitly authorized. Import/Export Services Customer’s use of any Import/Export Service is conditioned upon its compliance with all instructions provided by Microsoft regarding the preparation, treatment and shipment of physical media containing its data (“storage media”). Customer is solely responsible for ensuring the storage media and data are provided in compliance with all laws and regulations. Microsoft has no duty with respect to the storage media and no liability for lost, damaged or destroyed storage media. All storage media shipped to Microsoft must be shipped DAP Microsoft DCS Data Center (INCOTERMS 2010). Storage media shipped to Customer will be shipped DAP Customer Dock (INCOTERMS 2010). Font Components While Customer uses an Online Service, Customer may use the fonts installed by that Online Service to display and print content. Customer may only embed fonts in content as permitted by the embedding restrictions in the fonts and temporarily download them to a printer or other output device to print content. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 12 Changes to and Availability of the Online Services Microsoft may make commercially reasonable changes to each Online Service from time to time. Microsoft may modify or terminate an Online Service in any country where Microsoft is subject to a government regulation, obligation or other requirement that (1) is not generally applicable to businesses operating there, (2) presents a hardship for Microsoft to continue operating the Online Service without modification, and/or (3) causes Microsoft to believe these terms or the Online Service may conflict with any such requirement or obligation. If Microsoft terminates an Online Service for regulatory reasons, Customers will receive a credit for any amount paid in advance for the period after termination. Availability, functionality, and language versions for each Online Service may vary by country. For information on availability, Customer may refer to https://go.microsoft.com/fwlink/?linkid=870295. Azure availability First-Party Consumption Services may be available for purchase as Azure meters, which allow customers to pay as you go for certain Online Services as outlined in the Microsoft Azure Payment and Fees clause, and Purchasing Microsoft Azure Services clause. These Microsoft services are not Azure products and thus the Azure terms do not apply. The product specific licensing terms for these services apply, in addition to the Microsoft Azure Payment and Fees clause, and Purchasing Microsoft Azure Services clause. Microsoft Generative AI Services Responsible Use Customer must use Microsoft Generative AI Services in accordance with the Acceptable Use Policy for Online Services and the Azure OpenAI Code of Conduct. Without limiting its other remedies, Microsoft may limit Customer's access to or use of a Microsoft Generative AI Service if Microsoft has a reasonable basis to believe that the Output Content or Customer's use of a Microsoft Generative AI Service or Output Content violates the Acceptable Use Policy for Online Services or the Azure OpenAI Code of Conduct. Capacity Limitations Excessive use of a Microsoft Generative AI Service may result in temporary throttling of Customer's access to the Microsoft Generative AI Service. Reverse Engineering Customer may not use a Microsoft Generative AI Service to discover any underlying components of the models, algorithms, and systems, such as exfiltrating the weights of models. Extracting Data Customer may not use web scraping, web harvesting, or other data extraction methods to extract data from a Microsoft Generative AI Service or from Output Content. Use of Content for Training Microsoft Generative AI Services do not use Input or Output Content to train, retrain, or improve Azure OpenAI Service foundation models that generate Output Content. Customer will not use, and will not allow third parties to use, a Microsoft Generative AI Service or Output Content from a Microsoft Generative AI Service to create, train, or improve (directly or indirectly) a similar or competing product or service. Customer may use the Azure OpenAI Service to generate Output Content to fine-tune models for Customer's use in Azure AI services, solely to the extent expressly permitted in the Azure OpenAI Limited Access registration form (https://aka.ms/oai/access). Location of Data Processing By using a Microsoft Generative AI Service, Customer agrees its data may be stored and processed outside of its tenant's geographic region, unless service specific terms or product documentation for a given Microsoft Generative AI Service states otherwise. Output Content Output Content is Customer Data. Microsoft does not own Customer's Output Content. Customer Copyright Commitment Microsoft's obligation to defend Customer against third-party intellectual property claims under Customer's volume licensing agreement will apply to Customer's use or distribution of Output Content of a Covered Product if all the following additional conditions are met: Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 13 1. While using the Covered Product to produce the Output Content that is the subject of the claim, Customer must not have disabled, evaded, disrupted, or interfered with the content filters, restrictions in Metaprompts, or other safety systems that are part of the Covered Product. 2. Customer does not modify, use, or distribute the Output Content in a manner that it knows, or should know, is likely to infringe or misappropriate any proprietary right of a third party. 3. Customer has sufficient rights to use the Input in connection with the Covered Product, including, without limitation, any Customer Data that Customer used to Customize the model that produced the Output Content that is the subject of the claim. 4. The claim does not allege that the Output Content, as used in commerce or the course of trade, violates a third party's trademark or related rights. Dataverse Dataverse structures a variety of data and business logic to support interconnected applications and processes. Dataverse Instances provided with Microsoft 365 licenses includes various features and integrates data that may or may not be available for the product or service Customer is licensed with. Access to Dataverse, through an individual product or service, does not grant access to unrelated products, services, features, or data that users are not licensed for. Users only have rights to access data, services, and features within Dataverse for which they are properly licensed for. Online Services with Distributable Code Certain Online Services may contain Software components. The Distributable Code terms below apply to Online Services that contain Software components. Distributable Code Refer to the Product Entries for software that contains code and text files Customer is permitted to distribute “Distributable Code”. The code and text files listed below are also Distributable Code that may be used as described below. In the case of a conflict between the following terms and Distributable Code terms published in the Product Entry, the terms in the Product Entry govern Customer’s use of Distributable Code. Right to Use and Distribute The code and text files listed below are “Distributable Code.” REDIST.TXT Files: Customer may copy and distribute the object code form of code listed in REDIST.TXT files and in OTHERDIST.TXT files, as well as any code marked as “Silverlight Libraries”, Silverlight “Client Libraries” and Silverlight “Server Libraries”. Sample Code, Templates, and Styles: Customer may modify, copy, and distribute the source and object code form of code marked as “sample, “template”, “simple styles” and “sketch styles.” Third Party Distribution: Customer may permit distributors of its programs to copy and distribute the Distributable Code as part of those programs. Image Library: Customer may copy and distribute images, graphics and animations in the Image Library as described in the software documentation. Distribution Requirements If Customer distributes any Distributable Code. Customer must: Only distribute it with Customer’s programs, where Customer’s programs provide significant primary functionality to the Distributable Code; require distributors and external end users to agree to terms that protect the Distributable Code at least as much as Customer’s volume licensing agreement, including the Product Terms; indemnify, defend, and hold harmless Microsoft from any claims, including attorneys’ fees, related to the distribution or use of Customer’s programs, except to the extent that any claim is based solely on the Distributable Code included in Customer’s programs. Distribution Limitations Customer may not: alter any copyright, trademark or patent notice in the Distributable Code; use Microsoft’s trademarks in Customer’s programs’ names or in a way that suggests its programs come from or are endorsed by Microsoft; distribute Distributable Code in or with any malicious or, deceptive programs or in an unlawful manner; or Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 14 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 that others have the right to modify it. Other Non-Microsoft Products Microsoft may make Non-Microsoft Products available to Customer through Customer's use of the Online Services (such as through a store or gallery, or as search results) or a Microsoft online store (such as the Microsoft Store for Business or Microsoft Store for Education). If Customer installs or uses any Non-Microsoft Product with an Online Service, Customer may not do so in any way that would subject Microsoft's intellectual property or technology to obligations beyond those expressly included in Customer's licensing agreement. For Customer's convenience, Microsoft may include charges for certain Non-Microsoft Product as part of Customer's bill for Online Services. Microsoft, however, assumes no responsibility or liability whatsoever for any Non-Microsoft Product. Customer is solely responsible for any Non-Microsoft Product that it installs or uses with an Online Service or acquires or manages through a Microsoft online store. Customer's use of any Non-Microsoft Product shall be governed by the license, service, and/or privacy terms between Customer and the publisher of the Non-Microsoft Product (if any). Previews PREVIEWS ARE PROVIDED "AS-IS," "WITH ALL FAULTS," AND "AS AVAILABLE," as described herein. Unless otherwise noted in a separate agreement, Previews are not included in the SLA for the corresponding Online Service, and may not be covered by customer support. We may change or discontinue Previews at any time without notice. We may also choose not to make a Preview service generally commercially available. Providing "Feedback" (suggestions, comments, feedback, ideas, or know-how, in any form) to Microsoft about Preview services is voluntary. Microsoft is under no obligation to post or use any Feedback. By providing Feedback to Microsoft, Customer (and anyone providing Feedback through Customer) irrevocably and perpetually grant to Microsoft and its Affiliates, under all of its (and their) owned or controlled intellectual property rights, a worldwide, non-exclusive, fully paid-up, royalty-free, transferable, sub-licensable right and license to make, use, reproduce, prepare derivative works based upon, distribute, publicly perform, publicly display, transmit, and otherwise commercialize the Feedback (including by combining or interfacing products, services or technologies that depend on or incorporate Feedback with other products, services or technologies of Microsoft or others), without attribution in any way and for any purpose. Customer warrants that 1) it will not provide Feedback that is subject to a license requiring Microsoft to license anything to third parties because Microsoft exercises any of the above rights in Customer's Feedback; and 2) it owns or otherwise controls all of the rights to such Feedback and that no such Feedback is subject to any third-party rights (including any personality or publicity rights). Microsoft Entra ID Free As described in https://docs.microsoft.com/en-us/azure/active-directory/fundamentals/active-directory-whatis, most Online Services include an instance of Microsoft Entra ID, a cloud-based user authentication capability ("Microsoft Entra ID Free"). After Customer configures and uses the first such Online Service, that instance of Microsoft Entra ID Free, as configured by Customer for its users, may power the user authentication features for each later-acquired subscription of an Online Service. Customer's instance of Microsoft Entra ID Free will also enable authenticated users to interact with Microsoft or a third party in contexts outside of the Online Services ("Other Microsoft Entra ID-dependent Services"), specifically where Microsoft or that third party requires an A Microsoft Entra ID user account. With respect to the operation of Microsoft Entra ID Free for Other Microsoft Entra ID-dependent Services, Microsoft remains a data processor, and this use of Microsoft Entra ID Free constitutes Customer's authoritative instruction to Microsoft that such use is permitted. With respect to the operation of the Other Microsoft Entra ID-dependent Service, refer to its applicable agreement and privacy policy to determine the role of the provider of the Other Microsoft Entra ID-dependent Service. Competitive Benchmarking If Customer offers a service competitive to an Online Service, by using the Online Service, Customer agrees to waive any restrictions on competitive use and benchmark testing in the terms governing its competitive service. If Customer does not intend to waive such restrictions in its terms of use, Customer is not allowed to use the Online Service. Government Customers If Customer is a government entity, then the following terms apply to any Online Service provided at no charge to Customer: 1. Microsoft waives any and all entitlement to compensation from Customer for the Online Service. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 15 2. In compliance with applicable laws and regulations, Microsoft and Customer acknowledge that the Online Services are for the sole benefit and use of Customer and not provided for the personal use or benefit of any individual government employee. Waiver of end-user consumer protection provisions Customer agrees to waive any and all entitlements that would otherwise be applicable under the European Electronic Communications Code (Directive 2018/1972) Article 102 paragraphs 1, 3, and 5; Article 105 paragraph 1; and Article 107 paragraphs 1 and 3. Microsoft Security Products Data Handling Products purchased by Customer may share data, including Customer Data, among the Products as described in product documentation. Data copied to a Product is governed by the Product Terms applicable to that Product. Online Services Regional Availability Visit https://www.microsoft.com/en-us/microsoft-365/business/international-availability for a list of countries and regions in which the Online Services are available. Online Services Purchasing Rules The following purchasing rules apply to purchasing Online Services: Subscription terms vary by purchasing program. Under the Enterprise Agreement program, the subscription terms for Online Services other than Microsoft Azure must be coterminous, ending on the date of Customer's Enrollment end date. If Customer makes additional purchases of an Online Service, the end of the subscription term of the additional purchase must align with Customer's existing subscription term for the same Online Service. This provision does not apply to Azure reservations. Customer may not reduce the number of users or devices covered by its Online Services subscription during the term of their Online Services subscription except as permitted in Customer's licensing agreement. Add-on and Step-up User SLs must be purchased under the same licensing agreement as their Qualifying License or base User SL. Add-ons expire upon the earlier of the expiration of the SA coverage for the Qualifying License or the Add-on User SL. Stepups expire upon the earlier of the expiration of the Step-up User SL or base User SL. User SLs are priced monthly. Online Services Renewal Online Services with auto-renewal will automatically renew the day after their subscription term expires, unless Customer chooses not to renew by opting out of auto-renewal at least of 30 days before the subscription expires by contacting their reseller. Online services subscriptions for government and academic customers will not be automatically renewed unless Customer chooses the auto-renewal option. For all Software Universal License Terms Universal License Terms apply to all software Products licensed through Microsoft Volume Licensing (except where specifically noted in the License Model Terms and/or the Product-Specific License Terms). Definitions Terms used in the Product Terms but not defined in the Glossary will have the definition provided in Customer’s volume licensing agreement. Customer’s Use Rights If Customer complies with its volume licensing agreement, it may use the software as expressly permitted in the Product Terms. Customer needs a License for each Product and separately licensed functionality used on a device or by a user. Rights to Use Other Versions and Lower Editions For any permitted copy or Instance, Customer may create, store, install, run or access in place of the version licensed, a copy or Instance of a prior version, different permitted language version, different available platform version (for example, 32 bit or 64 bit) or a permitted Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 16 lower edition. The use rights for the licensed version still apply. Licenses for prior versions and lower editions do not satisfy the licensing requirements for a Product. Third Party Software The software may contain third party proprietary or open source programs or components that are licensed under separate terms that are presented to Customer during installation or in the "ThirdPartyNotices" file accompanying the software. The software may also contain third party open source programs that Microsoft, not the third party, licenses to Customer under Microsoft’s license terms. Pre-Release Code, Updates or Supplements, Additional Functionality Microsoft may offer updates or supplements to the Products. Customer may use the updates or supplements to the Products, prerelease code, additional functionality and optional add-on services to the Products, subject to specific terms (if any) that accompany them. Some Products require automatic updates, as described in the Product-Specific License Terms. Restrictions Customer may not (and is not licensed to) use the Products to offer commercial hosting services to third parties, work around any technical limitations in the Products or restrictions in Product documentation, or separate the software for use in more than one OSE under a single License (even if the OSEs are on the same physical hardware system), unless expressly permitted by Microsoft. Rights to access the software on any device do not give Customer any right to implement Microsoft patents or other Microsoft intellectual property in the device itself or in any other software or devices. Software Assurance SA coverage may grant additional use rights to Customer. These additional rights end at the expiration of the SA coverage for the License, unless otherwise noted in the benefit description. Outsourcing Software Management Outsourcing on Dedicated Devices Customers may use licensed copies of the software on devices that are under the day-to-day management and control of Authorized Outsourcers, provided all such devices are and remain fully dedicated to Customer's use. Flexible Virtualization Benefit Customers with subscription licenses or Licenses with active Software Assurance (including CALs) may use licensed copies of the software on devices, including shared Servers, that are under the day-to-day management and control of Authorized Outsourcers. Outsourcing on Cloud Solution Provider-Hosters Customers with subscription licenses or Licenses with active Software Assurance (including CALs) may access their licensed copies of software that is provided by a Cloud Solution Provider-Hoster and installed on that partner's devices. Except as expressly permitted here or elsewhere in these Product Terms, Customer is not permitted to use or access software on devices that are under the management or control of a third party. Customer is responsible for all of the obligations under its volume licensing agreement regardless of the physical location of the hardware upon which the software is used. License Assignment and Reassignment Before Customer uses software under a License, it must assign that License to a device or user, as appropriate. Customer may reassign a License to another device or user, but not less than 90 days since the last reassignment of that same License, unless the reassignment is due to (i) permanent hardware failure or loss, (ii) termination of the user’s employment or contract or (iii) temporary reallocation of CALs, Client Management Licenses and user or device SLs to cover a user’s absence or the unavailability of a device that is out of service. Customer must remove the software or block access from the former device or to the former user. SA coverage and any Licenses that are granted or acquired in connection with SA coverage may be reassigned only with the underlying qualifying License. Additional terms apply to the reassignment of Windows desktop operating system per device licenses, as detailed in the Windows Product Entry Technical Measures Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 17 Microsoft may use technical measures to enforce terms that restrict Customer's use of certain versions of Product and may verify compliance with those terms as provided in Customer's volume license agreement. Some Products are protected by technological measures and require activation or validation, as well as a product key, to install or access them. Activation and validation Customer shall use the appropriate product key provided by Microsoft for activation and validation of the software Product being installed by the Customer. Customer's right to use the software after the time specified in the software Product may be limited unless it is activated. Customer is not licensed to continue using the software if it has unsuccessfully attempted to activate. Each device that has not activated by a Key Management Service (KMS) must use a Multiple Activation Key (MAK) or Microsoft Entra ID based activation. Customer may not circumvent activation or validation. Product Keys An assigned product key is required for licensed use of the software. All product keys are Confidential Information of Microsoft. Notwithstanding anything to the contrary in Customer's volume licensing agreement, Customer may not disclose product keys to third parties. Customer may not provide unsecured access to its key management service (KMS) machines over an uncontrolled network. In the event of unauthorized use or disclosure of product keys or KMS keys, Microsoft may prevent further activations, deactivate or block product keys from activation or validation, and take other appropriate action. Font Components, Images, and Sounds While Customer runs the software, it may access and use icons, images, sounds and media included with the software only from a Licensed Device and may use the fonts included with or installed by that software to display and print content. Customer may only embed fonts in content as permitted by the embedding restrictions in the fonts; and temporarily download them to a printer or other output device to print content. Included Technologies Products may include other Microsoft technology components subject to their own license terms, as indicated in the Use Rights section of each Product Entry. If separate terms for these components are not addressed in the Product-Specific License Terms, they may be found in a separate folder in the Product’s installation directory or through the Product’s unified installer. Benchmark Testing Customer must obtain Microsoft’s prior written approval to disclose to a third party the results of any benchmark test of any Server Product or Microsoft Desktop Optimization Pack. Multiplexing Hardware or software that a Customer uses to: pool connections or reduce the number of OSE’s, devices, or users a Product directly manages; reduce the number of devices or users that directly or indirectly access or use a Product; or access data a Product itself processes or generates; does not reduce the number of Licenses of any type that a customer needs. Administrative and Support Rights Customer may allow access to server software running in any permitted OSE by two users without CALs solely for administrative purposes. Customer may also allow remote access to other Products solely for purposes of providing technical product support to Licensed Users or on Licensed Devices. Distributable Code Refer to the Product Entries for software that contains code and text files Customer is permitted to distribute “Distributable Code”. The code and text files listed below are also Distributable Code that may be used as described below. In the case of a conflict between the following terms and Distributable Code terms published in the Product Entry, the terms in the Product Entry govern Customer’s use of Distributable Code. Right to Use and Distribute The code and text files listed below are “Distributable Code.” Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 18 REDIST.TXT Files: Customer may copy and distribute the object code form of code listed in REDIST.TXT files and in OTHERDIST.TXT files, as well as any code marked as “Silverlight Libraries”, Silverlight “Client Libraries” and Silverlight “Server Libraries”. Sample Code, Templates, and Styles: Customer may modify, copy, and distribute the source and object code form of code marked as “sample, “template”, “simple styles” and “sketch styles.” Third Party Distribution: Customer may permit distributors of its programs to copy and distribute the Distributable Code as part of those programs. Image Library: Customer may copy and distribute images, graphics and animations in the Image Library as described in the software documentation. Distribution Requirements If Customer distributes any Distributable Code. Customer must: Only distribute it with Customer’s programs, where Customer’s programs provide significant primary functionality to the Distributable Code; require distributors and external end users to agree to terms that protect the Distributable Code at least as much as Customer’s volume licensing agreement, including the Product Terms; indemnify, defend, and hold harmless Microsoft from any claims, including attorneys’ fees, related to the distribution or use of Customer’s programs, except to the extent that any claim is based solely on the Distributable Code included in Customer’s programs. Distribution Limitations Customer may not: alter any copyright, trademark or patent notice in the Distributable Code; use Microsoft’s trademarks in Customer’s programs’ names or in a way that suggests its programs come from or are endorsed by Microsoft; distribute Distributable Code in or with any malicious or, deceptive programs or in an unlawful manner; 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 that others have the right to modify it. Software Plus Services Microsoft may provide services with Products through software features that connect with Microsoft or service provider computer systems over the Internet. It may change or cancel the services at any time. Customer may not use the services in any way that could harm them or impair anyone else’s use of them. Customer may not use the services to try to gain unauthorized access to any service, data, account or network by any means. Processing of Personal Data; GDPR To the extent Microsoft is a processor or subprocessor of Personal Data in connection with a software Product, Microsoft makes the commitments in the Data Protection Addendum, including for any processing for business operations incident to providing the software Product. When Microsoft is a controller, Microsoft will handle Personal Data in accordance with the Product documentation and Microsoft Privacy Statement (aka.ms/privacy), and the Data Protection Addendum terms do not apply. Please see the Product documentation for details on any processing of Personal Data in connection with software Products and Customer’s configuration options. Privacy & Security Terms General The Privacy & Security Terms were formerly contained in Attachment 1 to the Online Services Terms. The Data Protection Addendum, or DPA (defined in the Glossary) sets forth the parties obligations with respect to the processing and security of Customer Data, Professional Services Data, and Personal Data by the Products. The Data Protection Addendum can be downloaded here https://aka.ms/DPA. In the event of any conflict or inconsistency between the DPA and any other terms in Customer's licensing agreement (including these terms), the DPA shall prevail. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 19 Online Services excluded from the DPA Except as provided in the Product-Specific Terms, the terms of the DPA do not apply to: Bing Maps Mobile Asset Management Platform, Bing Maps Transactions and Users, Bing Search Services, Cognitive Services in containers installed on Customer's dedicated hardware, GitHub Offerings, LinkedIn Sales Navigator, Microsoft Defender for IoT (excluding any cloud-connected features), Azure SQL Edge, Azure Stack HCI, Azure Stack Hub, Microsoft Graph data connect for ISVs, Microsoft Genomics, and Visual Studio App Center Test. Each of these Online Services are governed by the privacy and security terms in the applicable Product-Specific Terms. Software Products excluded from the DPA Except as provided in the Product-Specific Terms, the terms of the DPA do not apply to: Internet based features in Software Products, Windows Desktop Operating System, Windows Server, and these Software Products as part of other Products. Each of these Products are governed by the privacy and security terms in the applicable Product-Specific Terms. Non-Microsoft Products Separate terms, including different privacy and security terms, govern Customer's use of Non-Microsoft Products (as defined in the Universal License Terms for Online Services). DPA Terms Geography Exclusions For Dynamics 365 and Power Platform online services, the specific terms of the DPA as noted in Appendix A stating "Microsoft stores copies of Customer Data and data recovery procedures in a different place from where the primary computer equipment processing the Customer Data is located." do not apply to the following geographies: United Arab Emirates and South Africa. Core Online Services The term "Core Online Services" applies only to the services in the table below, excluding any Previews. Online Services Microsoft Dynamics 365 Core Services The following services, each as a standalone service or as included in a Dynamics 365 branded plan or application: Dynamics 365 Customer Service, Dynamics 365 Customer Service Insights, Dynamics 365 Field Service, Dynamics 365 Business Central, Dynamics 365 Supply Chain Management, Dynamics 365 Intelligent Order Management, Dynamics 365 Finance, Dynamics 365 Marketing, Dynamics 365 Commerce, Dynamics 365 Human Resources, Dynamics 365 Project Operations, and Dynamics 365 Sales. Dynamics 365 Core Services do not include (1) Dynamics 365 Services for supported devices or software, which includes but is not limited to Dynamics 365 for apps, tablets, phones, or any of these; (2) LinkedIn Sales Navigator; or (3) except as expressly defined in the licensing terms for the corresponding service, any other separately-branded service made available with or connected to Dynamics 365 Core Services. Office 365 Services The following services, each as a standalone service or as included in an Office 365 or Microsoft 365-branded plan or suite: Cortana, Customer Lockbox, Exchange Online Archiving, Exchange Online Protection, Exchange Online, Microsoft Bookings, Microsoft Forms, Microsoft Planner, Microsoft Stream (Classic), Microsoft Teams, Microsoft To-Do, Microsoft Defender for Office 365, Office for the web, OneDrive for Business, Project, SharePoint, Sway, Viva Insights, Whiteboard, Yammer Enterprise, and Microsoft 365 Copilot. Office 365 Services do not include Microsoft 365 Apps for enterprise, any portion of a PSTN service that operates outside of Microsoft's control, any client software, or any separately branded service made available with an Office 365 or Microsoft 365-branded plan or suite, such as a Bing or a service branded "for Office 365." Microsoft 365 Compliance Services The following services, each as a standalone service or as included in a Microsoft 365-branded plan or suite: Compliance Manager, Microsoft Information Protection, Microsoft Information Governance, Insider Risk Management, Communication Compliance, eDiscovery and Audit. Microsoft Azure Core Services Azure AI, Azure Active Directory B2C, Anomaly Detector, API Management, App Service (API Apps, Logic Apps, Mobile Apps, WebJobs, Functions), Lab Services, Application Gateway, Azure Monitor, Automation, Azure API for FHIR, Azure App Configuration, Azure AI Bot Service, Azure Cache for Redis, Azure Cognitive Search, Azure Container Apps, Azure Container Registry (ACR), Azure Cosmos DB, Azure Data Explorer, Azure Database for MySQL, Azure Database for PostgreSQL, Azure Databricks, Azure DevOps, Azure DNS, Microsoft Entra ID, Azure Event Grid, Azure Firewall, Azure AI Document Intelligence, Azure Health Data Services, Azure AI Immersive Reader, Azure Information Protection (including Azure Rights Management), Azure Kubernetes Service, Azure Managed Grafana, Azure Machine Learning, Azure AI Metrics Advisor, Azure NetApp Files, Azure OpenAI Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 20 Online Services Service, Azure Red Hat OpenShift, Microsoft Purview, Azure Resource Manager, Azure Spring Apps, Azure Time Series Insights, Azure AI Video Indexers, Azure Web PubSub, Backup, Batch, Cloud Services, Computer Vision, Content Moderator, Azure AI Custom Vision, Data Catalog, Data Factory, Data Lake Analytics, Data Lake Store, Event Hubs, Express Route, Face, HDInsight, Import/Export, IoT Hub, Key Vault, Language Understanding, Load Balancer, Azure Machine Learning Studio (classic), Media Services, Microsoft Azure Portal, Notification Hubs, Azure AI Personalizer, Power BI Embedded, QnA Maker, Microsoft Defender for Cloud, Service Bus, Service Connector, Service Fabric, Azure SignalR Service, Site Recovery, Speech Services, SQL Database, SQL Managed Instance, SQL Server Stretch Database, Storage, StorSimple, Stream Analytics, Synapse Analytics, Text Analytics, Traffic Manager, Azure AI Translator, Virtual Machines, Virtual Machine Scale Sets, Virtual Network, and VPN Gateway. Microsoft Defender for Cloud Apps The cloud service portion of Microsoft Defender for Cloud Apps (formerly Microsoft Cloud App Security). Microsoft Intune Online Services The cloud service portion of Microsoft Intune. Microsoft Power Platform Core Services The following services, each as a standalone service or as included in an Office 365 or Microsoft Dynamics 365 branded plan or suite: Microsoft Power BI, Microsoft Power Apps, Microsoft Power Automate, Microsoft Power Pages, and Microsoft Power Virtual Agents. Microsoft Power Platform Core Services do not include any client software, including but not limited to Power BI Report Server, the Power BI, PowerApps or Microsoft Power Automate mobile applications, Power BI Desktop, or Power Apps Studio. Microsoft Defender for Endpoint Services The cloud services portion of Microsoft Defender for Endpoint. Microsoft 365 Defender The cloud service portion of Microsoft 365 Defender. Windows 365 The cloud service portion of Windows 365, excluding the Windows operating system running on Windows 365 Cloud PCs. Security Practices and Policies for Core Online Services In addition to the security practices and policies for Online Services in the DPA, each Core Online Service also complies with the control standards and frameworks shown in the table below and implements and maintains the security measures set forth in Appendix A of the DPA for the protection of Customer Data. Online Service SSAE 18 SOC 1 Type II SSAE 18 SOC 2 Type II Office 365 Services Yes Yes Microsoft 365 Compliance Services Yes Yes Microsoft Dynamics 365 Core Services Yes Yes Microsoft Azure Core Services Varies* Varies* Microsoft Defender for Cloud Apps Yes Yes Microsoft Intune Online Services Yes Yes Microsoft Power Platform Core Services Yes Yes Microsoft Defender for Endpoint Services Yes Yes Microsoft 365 Defender Yes Yes Windows 365 Yes Yes *Current scope is detailed in the audit report and summarized in the Microsoft Trust Center. Location of Customer Data at Rest for Core Online Services For the Core Online Services, Microsoft will store Customer Data at rest within certain major geographic areas (each, a Geo) as follows except as otherwise provided in the Online Service-specific terms: Office 365 Services. If Customer provisions its tenant in Australia, Brazil, Canada, the European Union, France, Germany, India, Japan, Norway, Qatar, South Africa, South Korea, Sweden, Switzerland, the United Kingdom, the United Arab Emirates, or the United States, Microsoft will store the following Customer Data at rest only within that Geo: (1) Exchange Online mailbox content (e-mail body, calendar entries, and the content of e-mail attachments), (2) SharePoint Online site content and the files stored within that site, (3) files uploaded to OneDrive for Business, and (4) Microsoft Teams chat messages (including private messages, channel messages, meeting messages and images used in chats), and for customers using Microsoft Stream (Classic) (on SharePoint), meeting recordings. If Customer purchases an Advanced Data Residency subscription, then Microsoft will store Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 21 certain Customer Data at rest in the applicable Geo in accordance with this section and the "Advanced Data Residency Commitments" section of the product documentation at https://aka.ms/adroverview. Microsoft Intune Online Services. When Customer provisions a Microsoft Intune tenant account to be deployed within an available Geo, then, for that service, Microsoft will store Customer Data at rest within that specified Geo except as noted in the Microsoft Intune Trust Center. Microsoft Power Platform Core Services. When Customer provisions a Power Platform Core Service to be deployed within an available Geo, then, for that service, Microsoft will store Customer Data at rest within that specified Geo, except as described in the Microsoft Power Platform Trust Center. Microsoft Azure Core Services. If Customer configures a particular service to be deployed within a Geo then, for that service, Microsoft will store Customer Data at rest within the specified Geo. Certain services may not enable Customer to configure deployment in a particular Geo or outside the United States and may store backups in other locations. Refer to the Microsoft Trust Center (which Microsoft may update from time to time, but Microsoft will not add exceptions for existing Services in general release) for more details. Microsoft Defender for Cloud Apps. If Customer provisions its tenant in the European Union or the United States, Microsoft will store Customer Data at rest only within that Geo, except as described in the Microsoft Defender for Cloud Apps Trust Center. Microsoft Dynamics 365 Core Services. When Customer provisions a Dynamics 365 Core Service to be deployed within an available Geo, then, for that service, Microsoft will store Customer Data at rest within that specified Geo, except as described in the Microsoft Dynamics 365 Trust Center. Microsoft Defender for Endpoint Services. When Customer provisions a Microsoft Defender for Endpoint tenant to be deployed within an available Geo, then, for that service, Microsoft will store Customer Data at rest within that specified Geo except as noted in the Microsoft Defender for Endpoint Trust Center. Microsoft 365 Defender. When Customer provisions a Microsoft 365 Defender tenant to be deployed within an available Geo, then, for that service, Microsoft will store Customer Data at rest within that specified Geo except as noted in the Microsoft 365 Defender Trust Center. Windows 365. When a Windows 365 tenant is deployed within an available Geo, then, for that tenant, Microsoft will store Customer Data at rest within that specified Geo. If Customer provisions Windows 365 Cloud PCs within the same tenant to different available Geos, then, for each Cloud PC, Microsoft will store Cloud PC Customer Data at rest within that specified Geo. EU Data Boundary Services The term "EU Data Boundary" means the Microsoft computers, computing environment, and physical data centers located solely in the European Union (EU) and the European Free Trade Association (EFTA). The term "EU Data Boundary Services" applies only to the Online Services in the table below, excluding any Previews. EU Data Boundary Services Azure Azure services that enable deployment in a region within the EU Data Boundary and the following non-regional services: Azure Active Directory B2C, Azure Advisor, Azure Bot Service, Cloud Shell, Azure Communication Services, Azure Data Box, Azure DNS, Microsoft Entra ID, Azure Kubernetes Service on Azure Stack HCI, Azure Lighthouse, Azure Migrate, Azure Monitor, Azure Resource Mover, Azure Service Health, Azure Sphere, Azure Stack Edge, Azure Stack HCI, Azure Stack Hub, Azure Virtual Desktop, Azure VM Image Builder, Power BI Embedded, Traffic Manager, Translator Dynamics 365 Dynamics 365 Business Central, Dynamics 365 Commerce, Dynamics 365 Customer Insights, Dynamics 365 Customer Service, Dynamics 365 Customer Voice, Dynamics 365 Field Service, Dynamics 365 Finance, Dynamics 365 Guides, Dynamics 365 Intelligent Order Management, Dynamics 365 Marketing, Dynamics 365 Project Operations, Dynamics 365 Remote Assist, Dynamics 365 Sales, Dynamics 365 Supply Chain Management Microsoft 365 Cortana, Customer Lockbox, Exchange Online, Exchange Online Archiving for Exchange Online, Microsoft Bookings, Microsoft Forms, Microsoft MyAnalytics, Microsoft Planner, Microsoft StaffHub, Microsoft Stream (Classic) (on SharePoint), Microsoft Teams, Microsoft To-Do, Office for the web, Online Services provided as part of Microsoft 365 Apps, OneDrive for Business, SharePoint Online, Sway, Whiteboard, Yammer Enterprise, Microsoft 365 Copilot, Communications Compliance, eDiscovery and Audit, Insider Risk Management, Information Barriers, Microsoft Purview Data Loss Prevention, Microsoft Intune, Priva Privacy Risk Management, Priva Subject Rights Management, Microsoft Viva Answers, Microsoft Viva Connections, Microsoft Viva Engage, Microsoft Viva Glint, Microsoft Viva Goals, Microsoft Viva Insights, Microsoft Viva Learning, Microsoft Sales Copilot, and Microsoft Viva Topics Power Platform Microsoft Power Apps, Microsoft Power Automate, Microsoft Power BI, Microsoft Power Pages, Microsoft Power Virtual Agents Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 22 Location of Customer Data for EU Data Boundary Services For EU Data Boundary Services, Microsoft will store and process Customer Data (including any Personal Data contained therein) within the EU Data Boundary as detailed below. Customer must configure EU Data Boundary Services as follows: For Azure, Customer must deploy the service into an Azure region located within the EU Data Boundary. See Data Residency in Azure (https://azure.microsoft.com/explore/global-infrastructure/data-residency) for more information. For services that do not enable deployment into a specified Azure region, Customer must follow the instructions at Configuring Azure non-regional services for the EU Data Boundary (https://learn.microsoft.com/privacy/eudb/eu-data-boundary-configure-azure-nonregionalservices). For Dynamics 365 and Power Platform, if Customer provisions a tenant with a billing address in the EU or EFTA, that tenant will be in-scope for the EU Data Boundary if Customer also creates all of its environments within a Geo inside the EU Data Boundary. For Microsoft 365, if Customer provisions a tenant with a billing address in the EU or EFTA, that tenant will be in-scope for the EU Data Boundary, except for those tenants where Customer has also purchased the Microsoft 365 Multi-Geo Capabilities addon that enables customers to expand Microsoft 365 tenant presence to multiple geographic regions or countries (https://learn.microsoft.com/microsoft-365/enterprise/microsoft-365-multi-geo?view=o365-worldwide). Use of EU Data Boundary Services may result in limited transfers of Customer Data outside the EU Data Boundary, as set forth below and further detailed in transparency documentation for the EU Data Boundary located at https://learn.microsoft.com/enus/privacy/eudb/eu-data-boundary-learn or successor location. Any such transfers will be conducted in accordance with the Data Protection Addendum and the Product Terms. Remote Access. Microsoft personnel located outside the EU Data Boundary may remotely access data processing systems in the EU Data Boundary as necessary to operate, troubleshoot, and secure the EU Data Boundary Services. Customer-Initiated Transfers. Customers may initiate transfers outside the EU Data Boundary, such as by accessing EU Data Boundary Services from locations outside the EU Data Boundary, sending an email to a recipient located outside the EU Data Boundary, or use of EU Data Boundary Services in combination with other services not in the EU Data Boundary. Protecting Customers. Microsoft transfers limited data outside of the EU Data Boundary as necessary to detect and protect Customers against security threats. Directory Data. Microsoft may replicate limited Microsoft Entra directory data from Microsoft Entra ID (including username and email address) outside the EU Data Boundary to provide the service. Network Transit. To reduce routing latency and to maintain routing resiliency, Microsoft uses variable network paths that may occasionally result in transit of data outside the EU Data Boundary. This may include load balancing by proxy servers. Service-Specific Transfers. See transparency documentation referenced above for information about transfers applicable to specific EU Data Boundary Services. CAL Suites and CAL Suite Bridges Availability Product Program Attribute Core CAL Suite (Device and User) Enterprise Product Core CAL Suite Bridge for Enterprise Mobility+ Security (User SL) Enterprise Product Core CAL Suite Bridge for Microsoft Intune (User SL) Enterprise Product Core CAL Suite Bridge for Office 365 (User SL) Enterprise Product Core CAL Suite Bridge for Office 365 and Microsoft Intune (User SL) Enterprise Product Core CAL Suite Bridge for Office 365 From SA (User SL) Enterprise Product Enterprise CAL Bridge for Enterprise Mobility + Security (User SL) Enterprise Product Enterprise CAL Bridge for Enterprise Mobility + Security From SA (User SL) Enterprise Product Enterprise CAL Suite (Device and User) Enterprise Product Enterprise CAL Suite Bridge for Microsoft Intune (User SL) Enterprise Product Enterprise CAL Suite Bridge for Office 365 (User SL) Enterprise Product Enterprise CAL Suite Bridge for Office 365 and Microsoft Intune (User SL) Enterprise Product Enterprise CAL Suite Bridge for Office 365 From SA (User SL) Enterprise Product Product Conditions: Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 23 Provides additional information related to acquiring the Product, such as prerequisites for purchase, prior versions, and the applicable Product Pool. Product Conditions - General Product Pool Server Promotions None Product Conditions - Program Specific Reduction Eligible Core and Enterprise CAL Suite Bridge (all types). See CAL Suite Bridge section below. Qualified User Exemption None Process to Determine Applicable Use Rights for CAL Suites A CAL Suite License is version-less and the access rights are determined by the status of the SA coverage on it. If SA coverage lapses, access rights under perpetual Licenses are determined based on the use rights in effect for the versions that were current prior to the lapse. Components of CAL Suite Refer to CAL and ML Equivalency Licenses for the current components of the Core CAL Suite and the Enterprise CAL Suite. CAL Suite Bridge A CAL Suite Bridge is an Enterprise Product and may only be acquired to satisfy the Organization Wide requirement of either that CAL Suite Bridge or Core/Enterprise CAL Suites. When a CAL Suite Bridge is required the number of CAL Suite Bridge User SLs should be the same number of User SLs for the qualifying Online Service. CAL Suite Bridge Parent CAL Suite Qualifying Online Services Core CAL Suite Bridge for Office 365 Core CAL Suite Office 365 E1, or Office 365 E3, or Office 365 E5 Core CAL Suite Bridge for Office 365 and Microsoft Intune Core CAL Suite Office 365 E1 and Microsoft Intune, or Office 365 E3 and Microsoft Intune, or Office 365 E5 and Microsoft Intune Core CAL Suite Bridge for Microsoft Intune Core CAL Suite Microsoft Intune Core CAL Suite Bridge for Enterprise Mobility + Security Core CAL Suite Enterprise Mobility + Security E3, or Enterprise Mobility + Security E5 Enterprise CAL Suite Bridge for Office 365 Enterprise CAL Suite Office 365 E3, or Office 365 E5 Enterprise CAL Suite Bridge for Office 365 and Microsoft Intune Enterprise CAL Suite Office 365 E3 and Microsoft Intune, or Office 365 E5 and Microsoft Intune Enterprise CAL Suite Bridge for Microsoft Intune Enterprise CAL Suite Microsoft Intune Enterprise CAL Suite Bridge for Enterprise Mobility + Security Enterprise CAL Suite Enterprise Mobility + Security E3, or Enterprise Mobility + Security E5 Use Rights Identifies the License Terms for each Software Product, including the Universal License Terms, the applicable License Model, and any Product-Specific License Terms. References in Customer’s volume licensing agreement to “Use Rights” refer to the terms included in the Use Rights section of each Software Product Entry. Use Rights License Terms Universal License Terms for all Software Down Editions None Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 24 Use Rights External User Access Requirements None Included Technologies None Notices None License Model Per Core/CAL Server Licenses (per core) 1. Customer may use the server software on a Licensed Server, provided it acquires sufficient Server licenses as described below. 2. The number of Licenses required equals the number of Physical Cores on the Licensed Server, subject to a minimum of 8 Licenses per Physical Processor and a minimum of 16 Licenses per Server. 3. Datacenter edition permits use of the server software in any number of OSEs on the Licensed Server. 4. Standard edition: o Standard edition permits use of the server software in two OSEs on the Licensed Server. o Standard edition permits use of one Running Instance of the server software in the Physical OSE on the Licensed Server (in addition to two Virtual OSEs), if the Physical OSE is used solely to host and manage the Virtual OSEs. o Customer may assign additional Standard edition Licenses to the Licensed Server equal to the number specified in 2 above and use the server software in two additional OSEs on the Licensed Server. 5. As long as the total numbers of Licenses and Physical Cores remains the same, License reassignment is permitted any time Customer repartitions a single piece of hardware. 6. As a one-time alternative to assigning base CALs per user or per device, a number of base CALs may be dedicated to an Instance of the server software on a single Server (per server mode) to permit up to the same number of users or devices to concurrently access that Instance. Server Licenses (per core) - Licensing by Individual Virtual OSE Available for subscription licenses or licenses with active Software Assurance only. All CALs used to access the software under this model must also be acquired as subscription licenses or have active Software Assurance. Customer may use the server software in one Virtual OSE on the Licensed Server, provided it acquires sufficient Server licenses as described below. The number of Licenses required equals the number of Virtual Cores in the Virtual OSE, subject to a minimum of 8 Licenses per Virtual OSE. Customer may reassign any of its Licenses to any of its Licensed Servers located within the same Server Farm as often as needed. Customer may also reassign these Licenses from one Server Farm to another, but not on a short-term basis (i.e., not within 90 days of the last assignment). Access Licenses Except as described here and noted in the Product-Specific License Terms, all server software access requires CALs or CAL Equivalent Licenses. CALs are not required for access by another Licensed Server. CALs are not required to access server software running a Web Workload or HPC Workload. CALs are not required for access in a Physical OSE used solely for hosting and managing Virtual OSEs. Server/CAL Server Licenses (per Instance) For Products under the Server/CAL License Model, customer may use one Running Instance of server software in either a Physical OSE or Virtual OSE on a Licensed Server for each License it acquires. Subscription licenses or licenses with active Software Assurance only. All CALs used to access the software under this model must also be acquired as subscription licenses or have active Software Assurance: When licensing by Virtual OSE, Customer may reassign any of its Licenses to any of its Licensed Servers located within the same Server Farm as often as needed. Customer may also reassign these Licenses from one Server Farm to another, but not on a short-term basis (i.e., not within 90 days of the last assignment). Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 25 Access Licenses 1. Except as described here and noted in the Product-Specific License Terms, all server software access requires CALs or CAL Equivalent Licenses. 2. CALs are not required for access by another Licensed Server. Management Servers The Management License version, not the version of software used, determines the version of applicable License Terms (including use under downgrade rights notwithstanding terms to the contrary). Server Management Licenses (per core) 1. Customer may use the software on Azure or a Server to Manage OSEs on a Licensed Server, provided it acquires sufficient Server Licenses as described below. 2. The number of Licenses required equals the number of Physical Cores on the Licensed Server, subject to a minimum of 8 Licenses per Physical Processor and a minimum of 16 Licenses per Server. 3. Datacenter edition permits use of the server software to Manage any number of OSEs on the Licensed Server. 4. Standard edition: o Standard edition permits use of the software to Manage up to two OSEs on the Licensed Server. o Standard edition permits Management of the Physical OSE on the Licensed Server (in addition to two Virtual OSEs), if the Physical OSE is used solely to host and Manage Virtual OSEs. o Customer may assign additional Standard edition Licenses to the Licensed Server equal to the number specified in 2 above and Manage two additional OSEs. 5. OSEs running Server operating systems require Server Management Licenses. Server Management Licenses (per core) - Licensing by Individual Virtual OSE Available for subscription licenses or licenses with active Software Assurance only: Customer may use the software on Azure or a Server to Manage a Virtual OSE on a Licensed Server, provided it acquires sufficient Server Licenses as described below. The number of Licenses required equals the number of Virtual Cores in the Virtual OSE, subject to a minimum of 8 Licenses per Virtual OSE. Customer may reassign any of its Licenses to any of its Licensed Servers located within the same Server Farm as often as needed. Customer may also reassign these Licenses from one Server Farm to another, but not on a short-term basis (i.e., not within 90 days of the last assignment). Client Management Licenses (per OSE or user) Customer may use the software on Azure or a Server* to Manage an OSE on a Licensed Device or OSEs on devices used by a Licensed User for each Client Management License it acquires. OSEs running operating systems other than Server operating systems require Client Management Licenses or Management License Equivalent Licenses. The number of Client Management Licenses required depends on License type (per OSE or user) assigned. Management of an OSE accessed by more than one user requires an OSE Client Management License or a User Client Management License for each user. *Any Server that is under the management or control of an entity other than Customer or one of its Affiliates is subject to the Outsourcing Software Management clause. Management Licenses are not required for: 1. OSEs in which there are no Running Instances of software; 2. Any of Customer's network infrastructure devices functioning solely for the purpose of transmitting network data and not running Windows Server software; 3. Conversion of OSEs from Physical to Virtual; or 4. Any device solely monitored or managed for the status of its hardware components with respect to system temperature, fan speed, power on/off, system reset or CPU availability. Data Sets Customer may not copy or distribute any data set (or any portion of a data set) included in the software. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 26 Software Assurance Identifies terms and conditions associated with Software Assurance coverage. For details on purchasing Software Assurance and general Software Assurance Benefits, refer to Software Assurance Benefits. Software Assurance SA Benefits Server Disaster Recovery None License Mobility None Migration Rights Product List - March 2014 (Forefront United Access Gateway 2010) Roaming Rights None Self Hosting None SA Equivalent Rights None Prerequisite (SA) See Software Assurance Benefits Extended Use Rights for Microsoft 365 Customers Qualifying customers licensed for Microsoft 365 or a combination of Office 365 and Enterprise Mobility + Security provides have the same access to Exchange Online Archiving for Exchange Server as the Enterprise CAL Suite provided. "Qualifying Customers" are Enterprise Enrollment, Enterprise Subscription Enrollment, or Enrollment for Education Solutions customers who have active Software Assurance coverage for the Enterprise CAL Suite as of November 30, 2014. Online Services Included with Enterprise CAL Suite Enterprise CAL Suite with active SA coverage also includes the rights to Exchange Online Archiving for Exchange Server, Data Loss Prevention, and Exchange Online Protection. From SA Customer may acquire From SA SLs instead of SA for fully paid, perpetual Licenses subject to the following conditions: 1. Customer has active SA or is renewing coverage for the corresponding Qualifying Licenses 2. Customer acquires no more than one From SA SL for each Qualifying License, unless provided otherwise in these terms 3. Customer acquires From SA SLs at Enrollment anniversary or renewal Enterprise Agreement Subscription (EAS) customers with continuous subscription coverage on Qualifying Licenses for no less than three years may purchase the corresponding From SA SLs. Customers renewing an agreement may renew From SA SLs up to the number of corresponding From SA SLs expiring. As a one-time exception, when transitioning from per device licensing to per user From SA licensing for the first time, customer may purchase a greater number of From SA User SLs, if (1) Customer purchases a From SA User SL for all users of its Qualified Devices, and (2) in the case of Windows Desktop Operating System licenses, Customer adds devices as necessary to comply with the Primary User requirement in the Windows Desktop Operating System. CAL Suites Qualifying License(s) From SA User SL SA for the Parent CAL Suite Core/Enterprise CAL Suite Bridge for Office 365 From SA (User SL) SA for the Parent CAL Suite Core/Enterprise CAL Bridge for Enterprise Mobility + Security From SA (User SL) Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 27 Infrastructure and Other Servers Advanced Threat Analytics Availability Product Date Available Program Attribute Advanced Threat Analytics 2016 Client Management License per OSE 8/15 Additional Product Advanced Threat Analytics 2016 Client Management License per User 8/15 Additional Product Product Conditions: Provides additional information related to acquiring the Product, such as prerequisites for purchase, prior versions, and the applicable Product Pool. Product Conditions - General Prior Version None Product Pool Server Promotions None Product Conditions - Program Specific Qualified User Exemption None Country Restrictions Customer may not download Advanced Threat Analytics 2016 for use or distribution in the People's Republic of China. Use Rights Identifies the License Terms for each Software Product, including the Universal License Terms, the applicable License Model, and any Product-Specific License Terms. References in Customer’s volume licensing agreement to “Use Rights” refer to the terms included in the Use Rights section of each Software Product Entry. Use Rights License Terms Universal License Terms for all Software Down Editions None External User Access Requirements ML Included Technologies Windows Software Components Notices Internet-based Features - refer to Notices Usage Requiring a Management License Licenses are only required for clientOSEs (or server OSEs used as client OSEs) that are on or accessed by end user devices authenticated by an Active Directory managed by Advanced Threat Analytics. Third Party Licensing Terms for Open Source Components Licensed User may not 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 with the software. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 28 License Model Management Servers The Management License version, not the version of software used, determines the version of applicable License Terms (including use under downgrade rights notwithstanding terms to the contrary). Server Management Licenses (per core) 1. Customer may use the software on Azure or a Server to Manage OSEs on a Licensed Server, provided it acquires sufficient Server Licenses as described below. 2. The number of Licenses required equals the number of Physical Cores on the Licensed Server, subject to a minimum of 8 Licenses per Physical Processor and a minimum of 16 Licenses per Server. 3. Datacenter edition permits use of the server software to Manage any number of OSEs on the Licensed Server. 4. Standard edition: o Standard edition permits use of the software to Manage up to two OSEs on the Licensed Server. o Standard edition permits Management of the Physical OSE on the Licensed Server (in addition to two Virtual OSEs), if the Physical OSE is used solely to host and Manage Virtual OSEs. o Customer may assign additional Standard edition Licenses to the Licensed Server equal to the number specified in 2 above and Manage two additional OSEs. 5. OSEs running Server operating systems require Server Management Licenses. Server Management Licenses (per core) - Licensing by Individual Virtual OSE Available for subscription licenses or licenses with active Software Assurance only: Customer may use the software on Azure or a Server to Manage a Virtual OSE on a Licensed Server, provided it acquires sufficient Server Licenses as described below. The number of Licenses required equals the number of Virtual Cores in the Virtual OSE, subject to a minimum of 8 Licenses per Virtual OSE. Customer may reassign any of its Licenses to any of its Licensed Servers located within the same Server Farm as often as needed. Customer may also reassign these Licenses from one Server Farm to another, but not on a short-term basis (i.e., not within 90 days of the last assignment). Client Management Licenses (per OSE or user) Customer may use the software on Azure or a Server* to Manage an OSE on a Licensed Device or OSEs on devices used by a Licensed User for each Client Management License it acquires. OSEs running operating systems other than Server operating systems require Client Management Licenses or Management License Equivalent Licenses. The number of Client Management Licenses required depends on License type (per OSE or user) assigned. Management of an OSE accessed by more than one user requires an OSE Client Management License or a User Client Management License for each user. *Any Server that is under the management or control of an entity other than Customer or one of its Affiliates is subject to the Outsourcing Software Management clause. Management Licenses are not required for: 5. OSEs in which there are no Running Instances of software; 6. Any of Customer's network infrastructure devices functioning solely for the purpose of transmitting network data and not running Windows Server software; 7. Conversion of OSEs from Physical to Virtual; or 8. Any device solely monitored or managed for the status of its hardware components with respect to system temperature, fan speed, power on/off, system reset or CPU availability. Data Sets Customer may not copy or distribute any data set (or any portion of a data set) included in the software. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 29 Access Licenses Client Management License Advanced Threat Analytics 2016 (User or OSE ML) Microsoft 365 F3 (User SL) Microsoft Defender for Identity (User SL) Management License Equivalent License (refer to CAL and ML Equivalency Licenses) Software Assurance Identifies terms and conditions associated with Software Assurance coverage. For details on purchasing Software Assurance and general Software Assurance Benefits, also refer to Software Assurance Benefits. Software Assurance SA Benefits Server Disaster Recovery Yes License Mobility None Migration Rights None Roaming Rights None Self Hosting Yes SA Equivalent Rights None Prerequisite (SA) See Software Assurance Benefits. Azure FXT Edge Filer Availability Product Date Available Program Attribute Azure FXT Edge Filer Add-on Subscription License (SL) 6/19 Additional Product Azure FXT Edge Filer Subscription License (SL) 6/19 Additional Product,Server and Tools Product Product Conditions: Provides additional information related to acquiring the Product, such as prerequisites for purchase, prior versions, and the applicable Product Pool. Product Conditions - General Prior Version None Product Pool Server Prerequisite Add-on SL (Azure Edge Filer SL) Product Conditions - Program Specific Reduction Eligible: Yes Reduction Eligible (SCE): Yes Qualified User Exemption None Azure FXT Edge Filer Add-on SL For each Azure FXT Edge Filer SL it acquires, Customer may acquire one Add-on SL. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 30 Use Rights Identifies the License Terms for each Software Product, including the Universal License Terms, the applicable License Model, and any Product-Specific License Terms. References in Customer’s volume licensing agreement to “Use Rights” refer to the terms included in the Use Rights section of each Software Product Entry. Use Rights License Terms Universal License Terms for all Software Down Editions None Included Technologies Windows Software Components Notices None No Buy-out Option Notwithstanding anything to the contrary in Customer’s Enrollment, there is no buy-out option for the Product. Storing Processed Data on Amazon S3 Customer must acquire the Add-on SL in addition to the base Azure FXT Edge Filer SL in order to access Amazon S3 for the purpose of storing and retrieving data. Data Collection The Data Protection Addendum applies to the Product, except (1) the DPA's statement of compliance with ISO 27001, ISO 27002, and ISO 27018 does not apply, and (2) use of all data processed by Internet-based Features is governed by the Microsoft Privacy Statement (aka.ms/privacy) and not the DPA, unless other terms accompany such Internet-based Features License Model Specialty Servers Server Licenses (per Instance) Customer may use one Running Instance of server software in either a Physical OSE or Virtual OSE on a Licensed Server for each Server License it acquires. Subscription licenses or licenses with active Software Assurance only: When licensing by Virtual OSE, Customer may reassign any of its Licenses to any of its Licensed Servers located within the same Server Farm as often as needed. Customer may also reassign these Licenses from one Server Farm to another, but not on a short-term basis (i.e., not within 90 days of the last assignment). Software Assurance Identifies terms and conditions associated with Software Assurance coverage. For details on purchasing Software Assurance and general Software Assurance Benefits, also refer to Software Assurance Benefits. Software Assurance SA Benefits None Disaster Recovery None License Mobility None Migration Rights None Roaming Rights None Self Hosting None SA Equivalent Rights None Prerequisite (SA) None Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 31 BizTalk Server Availability Product Date Available Program Attribute BizTalk Server 2020 Branch Edition 1/20 Additional Product,Server and Tools Product BizTalk Server 2020 Enterprise Edition 1/20 Additional Product,Server and Tools Product BizTalk Server 2020 Standard Edition 1/20 Additional Product,Server and Tools Product Product Conditions: Provides additional information related to acquiring the Product, such as prerequisites for purchase, prior versions, and the applicable Product Pool. BizTalk Server Prior Version BizTalk Server 2016 (12/16) Product Pool Server Promotions None Product Conditions - Program Specific Qualified User Exemption All Reduction Eligible (SCE) All (except Branch IDC) Use Rights Identifies the License Terms for each Software Product, including the Universal License Terms, the applicable License Model, and any Product-Specific License Terms. References in Customer’s volume licensing agreement to “Use Rights” refer to the terms included in the Use Rights section of each Software Product Entry. Use Rights License Terms Universal License Terms for all Software Down Editions None External User Access Requirements None Included Technologies Windows Software Components Notices Internet-based Features - refer to Notices BizTalk Server Branch and Standard Edition Use Limitation Customer may not use the server software on a Server that is part of a networked cluster or in an OSE that is part of a networked cluster of OSEs on the same Server. Office Web Component Customer may use the Office Web Component only to view and print copies of static documents, text and images created with the software. Customer does not need separate licenses for copies of the component. BizTalk Server Branch Edition Customer may Run Instances of the software on Licensed Servers only at the endpoint of its internal network (or edge of its organization) to connect business events or transactions with activities processed at that endpoint; provided, the Licensed Server may not: act as the central node in a "hub and spoke" networking model, centralize enterprise-wide communications with other Servers or devices; or Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 32 automate business processes across divisions, business units, or branch offices. Licensing Use of Host Integration Server (HIS) Customer may use HIS server software and Additional Software under the terms and conditions of the Per Core License Model using BizTalk Server core licenses. Customer may use HIS Additional Software (e.g., HIS Client) only in conjunction with its licensed use of HIS server software. The rights applicable to this use are determined by which edition and version of BizTalk Server licenses Customer assigns to the Server (e.g., unlimited virtualization rights require BizTalk Server Enterprise licenses with SA). Use of HIS server software is limited to branch office deployments if used under the BizTalk Server Branch Edition licenses. Additional Software: BizTalk - all editions Administration and Monitoring Tools Software Development Kit(s) BAM Event APIs and Interceptors and Administration Tools MSXML Business Activity Monitoring ("BAM") Client Windows Communication Foundation Adapters Windows SharePoint Services Adapter Web Services ADOMD.NET Business Activity Services Master Secret Server/Enterprise Single Sign-On BAM Alert Provider for SQL Notification Services SQLXML HTTP Receive Adapter SOAP Receive Adapter BizTalk Server Related Schemas and Templates UDDI Development Tools MQSeries Agent Business Rules Component MQHelper.dll License Model Per Core For Products under the Per Core License Model, Customer must choose either Licensing by Physical Core on a Server or Licensing by Individual Virtual OSE. The terms for each are set forth below. Server Licenses (per core) - Licensing by Physical Core on a Server 1. Customer may use the server software on a Licensed Server, provided it acquires sufficient Server Licenses as described below. 2. The number of Licenses required equals the number of Physical Cores on the Licensed Server subject to a minimum of four Licenses per Physical Processor. 3. For Enterprise edition, Customer may use any number of Running Instances of the server software on the Licensed Server in a number of Physical OSEs and/or Virtual OSEs equal to the number of licenses assigned to it. 4. For each additional Enterprise edition License that Customer assigns beyond the number of Licenses required under paragraph 2 above, it may use the server software in one additional OSE on the Licensed Server. 5. For other editions, Customer may use any number of Running Instances of the server software only in the Physical OSE on the Licensed Server. Server Licenses (per core) - Licensing by Individual Virtual OSE Available for subscription licenses or licenses with active Software Assurance only: Customer may use any number of Running Instances of the server software in any Virtual OSE on the Licensed Server, provided it acquires sufficient Licenses as described below. The number of Licenses required equals the number of Virtual Cores in the Virtual OSE, subject to a minimum of four Licenses per Virtual OSE. If any Virtual Core is at any time mapped to more than one Hardware Thread, Customer needs a License for each Hardware Thread to which it is mapped. Customer may reassign any of its Licenses to any of its Licensed Servers located within the same Server Farm as often as needed. Customer may also reassign these Licenses from one Server Farm to another, but not on a short-term basis (i.e., not within 90 days of the last assignment). Software Assurance Identifies terms and conditions associated with Software Assurance coverage. For details on purchasing Software Assurance and general Software Assurance Benefits, also see the Software Assurance Benefits section. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 33 Software Assurance SA Benefits Server Disaster Recovery All Editions License Mobility All Editions Migration Rights Product List - December 2014 Roaming Rights None Self Hosting All Editions (except Branch) SA Equivalent Rights None Prerequisite (SA) See Software Assurance Benefits BizTalk Server 2020 Enterprise – Unlimited Virtualization Customer may run any number of Instances of the server software in any number of OSEs on any Licensed Server for which it has full SA coverage on all of its Server (per core) Licenses. BizTalk Server Feature Packs Customer is eligible to use Feature Packs released during the term of its SA coverage. Core Infrastructure Server Availability Product Program Attribute Core Infrastructure Server Suite Datacenter (16-packs of Core Licenses) Additional Product,Server and Tools Product Core Infrastructure Server Suite Datacenter (2-packs of Core Licenses) Additional Product,Server and Tools Product Core Infrastructure Server Suite Standard (16-packs of Core Licenses) Additional Product,Server and Tools Product Core Infrastructure Server Suite Standard (2-packs of Core Licenses) Additional Product,Server and Tools Product Product Conditions: Provides additional information related to acquiring the Product, such as prerequisites for purchase, prior versions, and the applicable Product Pool. Product Conditions - General Prior Version None Product Pool Server Promotions None Product Conditions - Program Specific Qualified User Exemption None Reduction Eligible (SCE) All Software Included with CIS Suite Standard CIS Suite Standard includes the latest versions of Windows Server Standard and System Center Standard made available during Customer's SA coverage. Software Included with CIS Suite Datacenter CIS Suite Datacenter includes the latest versions of Windows Server Datacenter and System Center Datacenter made available during Customer's SA coverage. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 34 Use Rights Identifies the License Terms for each Software Product, including the Universal License Terms, the applicable License Model, and any Product-Specific License Terms. References in Customer’s volume licensing agreement to “Use Rights” refer to the terms included in the Use Rights section of each Software Product Entry. Use Rights License Terms Universal License Terms for all Software Down Editions None External User Access Requirements None Included Technologies None Notices None Applicable Use Rights Customer's use of CIS Suite software is governed by the applicable License Terms for the individual Products comprising the CIS Suite software as modified by these License Terms. For each Server on which Customer runs CIS Suite software, the number of Licenses required equals the number of Physical Cores on the Licensed Server, subject to a minimum of 8 Licenses per Physical Processor and a minimum of 16 Licenses per Server. Customer may assign additional CIS Suite Standard edition Licenses to the Licensed Server equal to the number specified in the prior sentence and run the server software in two additional OSEs and Manage two additional OSEs on the Licensed Server. Alternatively, for customers with subscription licenses or Licenses with active Software Assurance (including CALs), customer may use and manage the server software in one Virtual OSE on the Licensed Server, provided it acquires sufficient Server licenses as described below: 1. The number of Licenses required equals the number of Virtual Cores in the Virtual OSE, subject to a minimum of 8 Licenses per Virtual OSE and 16 Licenses per Customer 2. Customer may reassign any of its Licenses to any of its Licensed Servers located within the same Server Farm as often as needed. Customer may also reassign these Licenses from one Server Farm to another, but not on a short-term basis (i.e., not within 90 days of the last assignment). Server License and Management License Assignment For purposes of applying License Terms for Windows Server and System Center to Customer's use of CIS Suite, Customer is deemed to have assigned to the Licensed Server Windows Server and System Center Licenses equal to the number of CIS Suite Licenses assigned to the Server. Additional Terms Customer may run a prior version or a down edition of any of the individual Products included in the CIS Suite as permitted in the license terms for that Product in the Product Terms. All other requirements to acquire and assign External Connector Licenses, CALs and Management Licenses to users or devices for access and management, as set forth in the Product Terms, remain in full force and effect. Software Assurance Identifies terms and conditions associated with Software Assurance coverage. For details on purchasing Software Assurance and general Software Assurance Benefits, also see the Software Assurance Benefits section. Software Assurance SA Benefits Server Disaster Recovery All Editions License Mobility None Migration Rights Product List - March 2014, Product Terms - October and December 2016 Roaming Rights None Self Hosting All Editions SA Equivalent Rights Yes Prerequisite (SA) See Software Assurance Benefits Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 35 Microsoft Azure Hybrid Benefit for Windows Server Refer to Microsoft Azure Hybrid Benefit of the Microsoft Azure Services Product Entry for deploying Windows Server images on Microsoft Azure. Semi-Annual Channel Releases Customers with active SA on CIS Suite Standard or Datacenter Licenses, and on Windows Server Base Access Licenses and Windows Server Additive Access Licenses (as appropriate) may install, use, and Manage Semi-Annual Channel releases (including both Pilot and Broad releases) on Licensed Servers. Microsoft Endpoint Configuration Manager (formerly, System Center Configuration Manager) Current Branch Rights Customers with active SA on CIS Suite Standard or Datacenter Licenses may install and use the Current Branch option of Microsoft Endpoint Configuration Manager. Software Assurance Rights and Benefits for Subscription Licenses Any Subscription License Customer acquires under SCE is granted the same SA rights and benefits during the term of the subscription as Licenses with SA coverage. Server and Cloud Enrollment (SCE) - Right to manage OSEs on Microsoft Azure under CIS Suite Licenses SCE Customers who have met the enrollment coverage requirements and are licensed for and using CIS Suite to manage OSEs in their own data centers, may also use System Center software licensed under CIS Suite to manage their qualifying Virtual OSEs running within Microsoft Azure. For every 16 CIS Suite core Licenses or each CIS Suite processor License covered by a customer's SCE, the customer may manage up to 10 qualifying Virtual OSEs running within Microsoft Azure. Qualifying Virtual OSEs include: Windows Server Virtual Machine Instances (including Instances deployed under Azure HUB) Cloud Services instances (Web role and Worker role) Storage Accounts SQL Databases Websites instances Software Assurance Renewal Offer for Windows Server and System Center Customers who have Licenses with active SA for both of the Products in Column A of the table below may, upon expiration of that coverage, acquire SA for the corresponding CIS Suite in Column B without acquiring the underlying CIS Suite License. Column A Column B Windows Server Standard (2-packs of Core Licenses) and System Center Standard (2- packs of Core Licenses) Core Infrastructure Server Suite Standard (2-packs of Core Licenses) Windows Server Datacenter (2-packs of Core Licenses) and System Center Datacenter (2-packs of Core Licenses) Core Infrastructure Server Suite Datacenter (2-packs of Core Licenses) Customers who license and use CIS Suite (Standard or Datacenter) under this offer may no longer use software under their qualifying Licenses shown in Column A. Licenses and SA acquired under a subscription agreement do not qualify for this offer. Microsoft Identity Manager Availability Product Date Available Program Attribute Microsoft Identity Manager 2016 CAL (User) 8/15 Additional Product Microsoft Identity Manager 2016 External Connector 8/15 Additional Product Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 36 Product Conditions: Provides additional information related to acquiring the Product, such as prerequisites for purchase, prior versions, and the applicable Product Pool. Product Conditions - General Prior Version Forefront Identity Manager 2010 R2 (5/12) Product Pool Server Promotions None Product Conditions - Program Specific Qualified User Exemption None Use Rights Identifies the License Terms for each Software Product, including the Universal License Terms, the applicable License Model, and any Product-Specific License Terms. References in Customer’s volume licensing agreement to “Use Rights” refer to the terms included in the Use Rights section of each Software Product Entry. Use Rights License Terms Universal License Terms for all Software Down Editions None External User Access Requirements None Included Technologies None Notices None Additional Software Additional Software - Microsoft Identity Manager Client Software License Model Per Core/CAL Server Licenses (per core) 1. Customer may use the server software on a Licensed Server, provided it acquires sufficient Server licenses as described below. 2. The number of Licenses required equals the number of Physical Cores on the Licensed Server, subject to a minimum of 8 Licenses per Physical Processor and a minimum of 16 Licenses per Server. 3. Datacenter edition permits use of the server software in any number of OSEs on the Licensed Server. 4. Standard edition: o Standard edition permits use of the server software in two OSEs on the Licensed Server. o Standard edition permits use of one Running Instance of the server software in the Physical OSE on the Licensed Server (in addition to two Virtual OSEs), if the Physical OSE is used solely to host and manage the Virtual OSEs. o Customer may assign additional Standard edition Licenses to the Licensed Server equal to the number specified in 2 above and use the server software in two additional OSEs on the Licensed Server. 5. As long as the total numbers of Licenses and Physical Cores remains the same, License reassignment is permitted any time Customer repartitions a single piece of hardware. 6. As a one-time alternative to assigning base CALs per user or per device, a number of base CALs may be dedicated to an Instance of the server software on a single Server (per server mode) to permit up to the same number of users or devices to concurrently access that Instance. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 37 Server Licenses (per core) - Licensing by Individual Virtual OSE Available for subscription licenses or licenses with active Software Assurance only. All CALs used to access the software under this model must also be acquired as subscription licenses or have active Software Assurance. Customer may use the server software in one Virtual OSE on the Licensed Server, provided it acquires sufficient Server licenses as described below. The number of Licenses required equals the number of Virtual Cores in the Virtual OSE, subject to a minimum of 8 Licenses per Virtual OSE. Customer may reassign any of its Licenses to any of its Licensed Servers located within the same Server Farm as often as needed. Customer may also reassign these Licenses from one Server Farm to another, but not on a short-term basis (i.e., not within 90 days of the last assignment). Access Licenses Except as described here and noted in the Product-Specific License Terms, all server software access requires CALs or CAL Equivalent Licenses. CALs are not required for access by another Licensed Server. CALs are not required to access server software running a Web Workload or HPC Workload. CALs are not required for access in a Physical OSE used solely for hosting and managing Virtual OSEs. Software Assurance Identifies terms and conditions associated with Software Assurance coverage. For details on purchasing Software Assurance and general Software Assurance Benefits, also refer to Software Assurance Benefits. Software Assurance SA Benefits Server Disaster Recovery Yes License Mobility None Migration Rights None Roaming Rights None Self Hosting None SA Equivalent Rights None Prerequisite (SA) See Software Assurance Benefits System Center System Center Server Availability Product Date Available Program Attribute System Center 2022 Datacenter Server Management License (16-packs of Core Licenses) 4/22 Additional Product System Center 2022 Datacenter Server Management License (2-packs of Core Licenses) 4/22 Additional Product System Center 2022 Standard Server Management License (16-packs of Core Licenses) 4/22 Additional Product System Center 2022 Standard Server Management License (2-packs of Core Licenses) 4/22 Additional Product Product Conditions: Provides additional information related to acquiring the Product, such as prerequisites for purchase, prior versions, and the applicable Product Pool. Product Conditions - General Prior Version System Center 2019 (3/19) Product Pool Server Promotions None Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 38 Product Conditions - Program Specific Qualified User Exemption None Product Conditions - Program Specific Qualified User Exemption None UTD Discount None Use Rights Identifies the License Terms for each Software Product, including the Universal License Terms, the applicable License Model, and any Product-Specific License Terms. References in Customer’s volume licensing agreement to “Use Rights” refer to the terms included in the Use Rights section of each Software Product Entry. Use Rights License Terms Universal License Terms for all Software Down Editions None External User Access Requirements None Included Technologies SQL Server Technology, Windows Software Components Notices Internet-based Features, Bing Maps - refer to Notices System Center Endpoint Protection Use with Azure Security Center or Microsoft Defender for Endpoint Customer may use System Center Endpoint Protection to manage Virtual OSEs it is protecting using the Standard tier of Azure Security Center or Microsoft Defender for Endpoint. The System Center License Terms, as amended here, govern that use. Managed Virtual OSEs can be running on shared or dedicated Servers. Customer is not required to acquire and assign System Center Licenses for this limited use. SQL Server Technology Customer may run any number of Instances of any SQL Server database software included in the Product in one OSE on a Server for the limited purpose of supporting that Product and any other Product that includes SQL Server database software. Servers that are under the management or control of an entity other than Customer or one of its Affiliates are subject to the Outsourcing Software Management clause. Windows Server Containers Customer may Manage any number of OSEs instantiated as Windows Server Containers on the Licensed Server. License Model Management Servers The Management License version, not the version of software used, determines the version of applicable License Terms (including use under downgrade rights notwithstanding terms to the contrary). Server Management Licenses (per core) 1. Customer may use the software on Azure or a Server to Manage OSEs on a Licensed Server, provided it acquires sufficient Server Licenses as described below. 2. The number of Licenses required equals the number of Physical Cores on the Licensed Server, subject to a minimum of 8 Licenses per Physical Processor and a minimum of 16 Licenses per Server. 3. Datacenter edition permits use of the server software to Manage any number of OSEs on the Licensed Server. 4. Standard edition: o Standard edition permits use of the software to Manage up to two OSEs on the Licensed Server. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 39 o Standard edition permits Management of the Physical OSE on the Licensed Server (in addition to two Virtual OSEs), if the Physical OSE is used solely to host and Manage Virtual OSEs. o Customer may assign additional Standard edition Licenses to the Licensed Server equal to the number specified in 2 above and Manage two additional OSEs. 5. OSEs running Server operating systems require Server Management Licenses. Server Management Licenses (per core) - Licensing by Individual Virtual OSE Available for subscription licenses or licenses with active Software Assurance only: Customer may use the software on Azure or a Server to Manage a Virtual OSE on a Licensed Server, provided it acquires sufficient Server Licenses as described below. The number of Licenses required equals the number of Virtual Cores in the Virtual OSE, subject to a minimum of 8 Licenses per Virtual OSE. Customer may reassign any of its Licenses to any of its Licensed Servers located within the same Server Farm as often as needed. Customer may also reassign these Licenses from one Server Farm to another, but not on a short-term basis (i.e., not within 90 days of the last assignment). Client Management Licenses (per OSE or user) Customer may use the software on Azure or a Server* to Manage an OSE on a Licensed Device or OSEs on devices used by a Licensed User for each Client Management License it acquires. OSEs running operating systems other than Server operating systems require Client Management Licenses or Management License Equivalent Licenses. The number of Client Management Licenses required depends on License type (per OSE or user) assigned. Management of an OSE accessed by more than one user requires an OSE Client Management License or a User Client Management License for each user. *Any Server that is under the management or control of an entity other than Customer or one of its Affiliates is subject to the Outsourcing Software Management clause. Management Licenses are not required for: 9. OSEs in which there are no Running Instances of software; 10. Any of Customer's network infrastructure devices functioning solely for the purpose of transmitting network data and not running Windows Server software; 11. Conversion of OSEs from Physical to Virtual; or 12. Any device solely monitored or managed for the status of its hardware components with respect to system temperature, fan speed, power on/off, system reset or CPU availability. Data Sets Customer may not copy or distribute any data set (or any portion of a data set) included in the software. Access Licenses Management License - System Center 2022 Standard Server Management License System Center 2022 Standard Management License Management License - System Center 2022 Datacenter Server Management License System Center 2022 Datacenter Management License Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 40 Software Assurance Identifies terms and conditions associated with Software Assurance coverage. For details on purchasing Software Assurance and general Software Assurance Benefits, also refer to Software Assurance Benefits. Software Assurance SA Benefits Server Disaster Recovery All editions License Mobility All editions (License Mobility through SA only) Migration Rights Product List - October 2013, Product Terms - October 2016, and December 2016 Roaming Rights None Self Hosting All editions SA Equivalent Rights None Prerequisite (SA) See Software Assurance Benefits System Center Data Protection Manager Availability Product Date Available Program Attribute System Center 2019 Data Protection Manager per OSE (Client ML) 3/19 Additional Product System Center 2019 Data Protection Manager per User (Client ML) 3/19 Additional Product Product Conditions: Provides additional information related to acquiring the Product, such as prerequisites for purchase, prior versions, and the applicable Product Pool. Product Conditions - General Prior Version System Center 2016 Data Protection Manager (1/17) Product Pool Server Promotions None Product Conditions - Program Specific Qualified User Exemption None Use Rights Identifies the License Terms for each Software Product, including the Universal License Terms, the applicable License Model, and any Product-Specific License Terms. References in Customer’s volume licensing agreement to “Use Rights” refer to the terms included in the Use Rights section of each Software Product Entry. Use Rights License Terms Universal License Terms for all Software Down Editions None External User Access Requirements ML Included Technologies SQL Server Technology, Windows Software Components Notices Internet-based Features, Bing Maps - refer to Notices SQL Server Technology Customer may run any number of Instances of any SQL Server database software included in the Product in one OSE on a Server for the limited purpose of supporting that Product and any other Product that includes SQL Server database software. Servers that are under Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 41 the management or control of an entity other than Customer or one of its Affiliates are subject to the Outsourcing Software Management clause. License Model Management Servers The Management License version, not the version of software used, determines the version of applicable License Terms (including use under downgrade rights notwithstanding terms to the contrary). Server Management Licenses (per core) 1. Customer may use the software on Azure or a Server to Manage OSEs on a Licensed Server, provided it acquires sufficient Server Licenses as described below. 2. The number of Licenses required equals the number of Physical Cores on the Licensed Server, subject to a minimum of 8 Licenses per Physical Processor and a minimum of 16 Licenses per Server. 3. Datacenter edition permits use of the server software to Manage any number of OSEs on the Licensed Server. 4. Standard edition: o Standard edition permits use of the software to Manage up to two OSEs on the Licensed Server. o Standard edition permits Management of the Physical OSE on the Licensed Server (in addition to two Virtual OSEs), if the Physical OSE is used solely to host and Manage Virtual OSEs. o Customer may assign additional Standard edition Licenses to the Licensed Server equal to the number specified in 2 above and Manage two additional OSEs. 5. OSEs running Server operating systems require Server Management Licenses. Server Management Licenses (per core) - Licensing by Individual Virtual OSE Available for subscription licenses or licenses with active Software Assurance only: Customer may use the software on Azure or a Server to Manage a Virtual OSE on a Licensed Server, provided it acquires sufficient Server Licenses as described below. The number of Licenses required equals the number of Virtual Cores in the Virtual OSE, subject to a minimum of 8 Licenses per Virtual OSE. Customer may reassign any of its Licenses to any of its Licensed Servers located within the same Server Farm as often as needed. Customer may also reassign these Licenses from one Server Farm to another, but not on a short-term basis (i.e., not within 90 days of the last assignment). Client Management Licenses (per OSE or user) Customer may use the software on Azure or a Server* to Manage an OSE on a Licensed Device or OSEs on devices used by a Licensed User for each Client Management License it acquires. OSEs running operating systems other than Server operating systems require Client Management Licenses or Management License Equivalent Licenses. The number of Client Management Licenses required depends on License type (per OSE or user) assigned. Management of an OSE accessed by more than one user requires an OSE Client Management License or a User Client Management License for each user. *Any Server that is under the management or control of an entity other than Customer or one of its Affiliates is subject to the Outsourcing Software Management clause. Management Licenses are not required for: 13. OSEs in which there are no Running Instances of software; 14. Any of Customer's network infrastructure devices functioning solely for the purpose of transmitting network data and not running Windows Server software; 15. Conversion of OSEs from Physical to Virtual; or 16. Any device solely monitored or managed for the status of its hardware components with respect to system temperature, fan speed, power on/off, system reset or CPU availability. Data Sets Customer may not copy or distribute any data set (or any portion of a data set) included in the software. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 42 Access Licenses Management License Client Management License System Center 2019 Data Protection Manager License (User or OSE) Software Assurance Identifies terms and conditions associated with Software Assurance coverage. For details on purchasing Software Assurance and general Software Assurance Benefits, also see the Software Assurance Benefits section. Software Assurance SA Benefits Server Disaster Recovery None License Mobility None Migration Rights Product List - October 2013, Product Terms January 2017 Roaming Rights None Self Hosting All editions SA Equivalent Rights None Prerequisite (SA) See Software Assurance Benefits System Center Data Protection Manager Current Branch Rights Customers with active SA on System Center Data Protection Manager Licenses, or ML equivalent License, may install and use the Current Branch option of System Center Data Protection Manager. System Center Operations Manager Availability Product Date Available Program Attribute System Center 2022 Operations Manager per OSE (Client ML) 4/22 Additional Product System Center 2022 Operations Manager per User (Client ML) 4/22 Additional Product Product Conditions: Provides additional information related to acquiring the Product, such as prerequisites for purchase, prior versions, and the applicable Product Pool. Product Conditions - General Prior Version System Center Operations Manager 2019 (3/19) Product Pool Server Promotions None Product Conditions - Program Specific Qualified User Exemption None Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 43 Use Rights Identifies the License Terms for each Software Product, including the Universal License Terms, the applicable License Model, and any Product-Specific License Terms. References in Customer’s volume licensing agreement to “Use Rights” refer to the terms included in the Use Rights section of each Software Product Entry. Use Rights License Terms Universal License Terms for all Software Down Editions None External User Access Requirements ML Included Technologies SQL Server Technology, Windows Software Components Notices Internet-based Features, Bing Maps - refer to Notices SQL Server Technology Customer may run any number of Instances of any SQL Server database software included in the Product in one OSE on a Server for the limited purpose of supporting that Product and any other Product that includes SQL Server database software. Servers that are under the management or control of an entity other than Customer or one of its Affiliates are subject to the Outsourcing Software Management clause. License Model Management Servers The Management License version, not the version of software used, determines the version of applicable License Terms (including use under downgrade rights notwithstanding terms to the contrary). Server Management Licenses (per core) 1. Customer may use the software on Azure or a Server to Manage OSEs on a Licensed Server, provided it acquires sufficient Server Licenses as described below. 2. The number of Licenses required equals the number of Physical Cores on the Licensed Server, subject to a minimum of 8 Licenses per Physical Processor and a minimum of 16 Licenses per Server. 3. Datacenter edition permits use of the server software to Manage any number of OSEs on the Licensed Server. 4. Standard edition: o Standard edition permits use of the software to Manage up to two OSEs on the Licensed Server. o Standard edition permits Management of the Physical OSE on the Licensed Server (in addition to two Virtual OSEs), if the Physical OSE is used solely to host and Manage Virtual OSEs. o Customer may assign additional Standard edition Licenses to the Licensed Server equal to the number specified in 2 above and Manage two additional OSEs. 5. OSEs running Server operating systems require Server Management Licenses. Server Management Licenses (per core) - Licensing by Individual Virtual OSE Available for subscription licenses or licenses with active Software Assurance only: Customer may use the software on Azure or a Server to Manage a Virtual OSE on a Licensed Server, provided it acquires sufficient Server Licenses as described below. The number of Licenses required equals the number of Virtual Cores in the Virtual OSE, subject to a minimum of 8 Licenses per Virtual OSE. Customer may reassign any of its Licenses to any of its Licensed Servers located within the same Server Farm as often as needed. Customer may also reassign these Licenses from one Server Farm to another, but not on a short-term basis (i.e., not within 90 days of the last assignment). Client Management Licenses (per OSE or user) Customer may use the software on Azure or a Server* to Manage an OSE on a Licensed Device or OSEs on devices used by a Licensed User for each Client Management License it acquires. OSEs running operating systems other than Server operating systems require Client Management Licenses or Management License Equivalent Licenses. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 44 The number of Client Management Licenses required depends on License type (per OSE or user) assigned. Management of an OSE accessed by more than one user requires an OSE Client Management License or a User Client Management License for each user. *Any Server that is under the management or control of an entity other than Customer or one of its Affiliates is subject to the Outsourcing Software Management clause. Management Licenses are not required for: 17. OSEs in which there are no Running Instances of software; 18. Any of Customer's network infrastructure devices functioning solely for the purpose of transmitting network data and not running Windows Server software; 19. Conversion of OSEs from Physical to Virtual; or 20. Any device solely monitored or managed for the status of its hardware components with respect to system temperature, fan speed, power on/off, system reset or CPU availability. Data Sets Customer may not copy or distribute any data set (or any portion of a data set) included in the software. Access Licenses Management License Client Management License System Center 2022 Operations Manager License (User or OSE) Software Assurance Identifies terms and conditions associated with Software Assurance coverage. For details on purchasing Software Assurance and general Software Assurance Benefits, also refer to Software Assurance Benefits. Software Assurance SA Benefits Server Disaster Recovery None License Mobility None Migration Rights Product List - October 2013; Product Terms January 2017 Roaming Rights None Self Hosting All editions SA Equivalent Rights None Prerequisite (SA) See Software Assurance Benefits System Center Operations Manager Current Branch Rights Customers with active SA on System Center Operations Manager Licenses, or ML equivalent License, may install and use the Current Branch option of System Center Operations Manager. System Center Orchestrator Availability Product Date Available Program Attribute System Center 2022 Orchestrator per OSE (Client ML) 4/22 Additional Product System Center 2022 Orchestrator per User (Client ML) 4/22 Additional Product Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 45 Product Conditions: Provides additional information related to acquiring the Product, such as prerequisites for purchase, prior versions, and the applicable Product Pool. Product Conditions - General Prior Version System Center 2019 Orchestrator (3/19) Product Pool Server Promotions None Product Conditions - Program Specific Qualified User Exemption None Use Rights Identifies the License Terms for each Software Product, including the Universal License Terms, the applicable License Model, and any Product-Specific License Terms. References in Customer’s volume licensing agreement to “Use Rights” refer to the terms included in the Use Rights section of each Software Product Entry. Use Rights License Terms Universal License Terms for all Software Down Editions None External User Access Requirements ML Included Technologies SQL Server Technology, Windows Software Components Notices Internet-based Features, Bing Maps - refer to Notices SQL Server Technology Customer may run any number of Instances of any SQL Server database software included in the Product in one OSE on a Server for the limited purpose of supporting that Product and any other Product that includes SQL Server database software. Servers that are under the management or control of an entity other than Customer or one of its Affiliates are subject to the Outsourcing Software Management clause. License Model Management Servers The Management License version, not the version of software used, determines the version of applicable License Terms (including use under downgrade rights notwithstanding terms to the contrary). Server Management Licenses (per core) 1. Customer may use the software on Azure or a Server to Manage OSEs on a Licensed Server, provided it acquires sufficient Server Licenses as described below. 2. The number of Licenses required equals the number of Physical Cores on the Licensed Server, subject to a minimum of 8 Licenses per Physical Processor and a minimum of 16 Licenses per Server. 3. Datacenter edition permits use of the server software to Manage any number of OSEs on the Licensed Server. 4. Standard edition: o Standard edition permits use of the software to Manage up to two OSEs on the Licensed Server. o Standard edition permits Management of the Physical OSE on the Licensed Server (in addition to two Virtual OSEs), if the Physical OSE is used solely to host and Manage Virtual OSEs. o Customer may assign additional Standard edition Licenses to the Licensed Server equal to the number specified in 2 above and Manage two additional OSEs. 5. OSEs running Server operating systems require Server Management Licenses. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 46 Server Management Licenses (per core) - Licensing by Individual Virtual OSE Available for subscription licenses or licenses with active Software Assurance only: Customer may use the software on Azure or a Server to Manage a Virtual OSE on a Licensed Server, provided it acquires sufficient Server Licenses as described below. The number of Licenses required equals the number of Virtual Cores in the Virtual OSE, subject to a minimum of 8 Licenses per Virtual OSE. Customer may reassign any of its Licenses to any of its Licensed Servers located within the same Server Farm as often as needed. Customer may also reassign these Licenses from one Server Farm to another, but not on a short-term basis (i.e., not within 90 days of the last assignment). Client Management Licenses (per OSE or user) Customer may use the software on Azure or a Server* to Manage an OSE on a Licensed Device or OSEs on devices used by a Licensed User for each Client Management License it acquires. OSEs running operating systems other than Server operating systems require Client Management Licenses or Management License Equivalent Licenses. The number of Client Management Licenses required depends on License type (per OSE or user) assigned. Management of an OSE accessed by more than one user requires an OSE Client Management License or a User Client Management License for each user. *Any Server that is under the management or control of an entity other than Customer or one of its Affiliates is subject to the Outsourcing Software Management clause. Management Licenses are not required for: 21. OSEs in which there are no Running Instances of software; 22. Any of Customer's network infrastructure devices functioning solely for the purpose of transmitting network data and not running Windows Server software; 23. Conversion of OSEs from Physical to Virtual; or 24. Any device solely monitored or managed for the status of its hardware components with respect to system temperature, fan speed, power on/off, system reset or CPU availability. Data Sets Customer may not copy or distribute any data set (or any portion of a data set) included in the software. Access Licenses Management License Client Management License System Center 2022 Orchestrator License (User or OSE) Software Assurance Identifies terms and conditions associated with Software Assurance coverage. For details on purchasing Software Assurance and general Software Assurance Benefits, also refer to Software Assurance Benefits. Software Assurance SA Benefits Server Disaster Recovery None License Mobility None Migration Rights Product List - October 2013; Product Terms January 2017 Roaming Rights None Self Hosting All editions SA Equivalent Rights None Prerequisite (SA) See Software Assurance Benefits Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 47 System Center Service Manager Availability Product Date Available Program Attribute System Center 2022 Service Manager per OSE (Client ML) 4/22 Additional Product System Center 2022 Service Manager per User (Client ML) 4/22 Additional Product Product Conditions: Provides additional information related to acquiring the Product, such as prerequisites for purchase, prior versions, and the applicable Product Pool. Product Conditions - General Prior Version System Center 2019 Service Manager (3/19) Product Pool Server Promotions None Product Conditions - Program Specific Qualified User Exemption None Use Rights Identifies the License Terms for each Software Product, including the Universal License Terms, the applicable License Model, and any Product-Specific License Terms. References in Customer’s volume licensing agreement to “Use Rights” refer to the terms included in the Use Rights section of each Software Product Entry. Use Rights License Terms Universal License Terms for all Software Down Editions None External User Access Requirements ML Included Technologies SQL Server Technology, Windows Software Components Notices Internet-based Features, Bing Maps - refer to Notices SQL Server Technology Customer may run any number of Instances of any SQL Server database software included in the Product in one OSE on a Server for the limited purpose of supporting that Product and any other Product that includes SQL Server database software. Servers that are under the management or control of an entity other than Customer or one of its Affiliates are subject to the Outsourcing Software Management clause. License Model Management Servers The Management License version, not the version of software used, determines the version of applicable License Terms (including use under downgrade rights notwithstanding terms to the contrary). Server Management Licenses (per core) 1. Customer may use the software on Azure or a Server to Manage OSEs on a Licensed Server, provided it acquires sufficient Server Licenses as described below. 2. The number of Licenses required equals the number of Physical Cores on the Licensed Server, subject to a minimum of 8 Licenses per Physical Processor and a minimum of 16 Licenses per Server. 3. Datacenter edition permits use of the server software to Manage any number of OSEs on the Licensed Server. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 48 4. Standard edition: o Standard edition permits use of the software to Manage up to two OSEs on the Licensed Server. o Standard edition permits Management of the Physical OSE on the Licensed Server (in addition to two Virtual OSEs), if the Physical OSE is used solely to host and Manage Virtual OSEs. o Customer may assign additional Standard edition Licenses to the Licensed Server equal to the number specified in 2 above and Manage two additional OSEs. 5. OSEs running Server operating systems require Server Management Licenses. Server Management Licenses (per core) - Licensing by Individual Virtual OSE Available for subscription licenses or licenses with active Software Assurance only: Customer may use the software on Azure or a Server to Manage a Virtual OSE on a Licensed Server, provided it acquires sufficient Server Licenses as described below. The number of Licenses required equals the number of Virtual Cores in the Virtual OSE, subject to a minimum of 8 Licenses per Virtual OSE. Customer may reassign any of its Licenses to any of its Licensed Servers located within the same Server Farm as often as needed. Customer may also reassign these Licenses from one Server Farm to another, but not on a short-term basis (i.e., not within 90 days of the last assignment). Client Management Licenses (per OSE or user) Customer may use the software on Azure or a Server* to Manage an OSE on a Licensed Device or OSEs on devices used by a Licensed User for each Client Management License it acquires. OSEs running operating systems other than Server operating systems require Client Management Licenses or Management License Equivalent Licenses. The number of Client Management Licenses required depends on License type (per OSE or user) assigned. Management of an OSE accessed by more than one user requires an OSE Client Management License or a User Client Management License for each user. *Any Server that is under the management or control of an entity other than Customer or one of its Affiliates is subject to the Outsourcing Software Management clause. Management Licenses are not required for: 25. OSEs in which there are no Running Instances of software; 26. Any of Customer's network infrastructure devices functioning solely for the purpose of transmitting network data and not running Windows Server software; 27. Conversion of OSEs from Physical to Virtual; or 28. Any device solely monitored or managed for the status of its hardware components with respect to system temperature, fan speed, power on/off, system reset or CPU availability. Data Sets Customer may not copy or distribute any data set (or any portion of a data set) included in the software. Access Licenses Management License Client Management License System Center 2022 Service Manager License (User or OSE) Microsoft Identity Manager 2016 CAL (User) Microsoft Entra ID (P1 and P2) User SL Software Assurance Identifies terms and conditions associated with Software Assurance coverage. For details on purchasing Software Assurance and general Software Assurance Benefits, also refer to Software Assurance Benefits. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 49 Software Assurance SA Benefits Server Disaster Recovery None License Mobility None Migration Rights Product List - October 2013; Product Terms January 2017 Roaming Rights None Self Hosting All editions SA Equivalent Rights None Prerequisite (SA) See Software Assurance Benefits System Center Service Manager Current Branch Rights Customers with active SA on System Center Service Manager Licenses, or ML equivalent License, may install and use the Current Branch option of System Center Service Manager. Microsoft Dynamics 365 On-premises Availability Product Date Available Program Attribute Dynamics 365 Customer Service On-premises CAL (Device and User) 12/16 Additional Product Dynamics 365 Operations Activity On-premises CAL (User) 6/17 Additional Product Dynamics 365 Operations Device On-premises CAL (Device) 6/17 Additional Product Dynamics 365 Operations On-premises CAL (User) 6/17 Additional Product Dynamics 365 Operations Server 6/17 Additional Product Dynamics 365 Sales On-premises CAL (Device and User) 12/16 Additional Product Dynamics 365 Team Members On-premises CAL (Device and User) 12/16 Additional Product Product Conditions: Provides additional information related to acquiring the Product, such as prerequisites for purchase, prior versions, and the applicable Product Pool. Product Conditions - General Prior Version Dynamics CRM 2016 (12/15), Dynamics CRM 2015 (12/14), Dynamics AX 2012 R3 (5/14), Dynamics AX 2012 R2 (12/12) Product Pool Server Promotions None Product Conditions - Program Specific Qualified User Exemption None Use Rights Identifies the License Terms for each Software Product, including the Universal License Terms, the applicable License Model, and any Product-Specific License Terms. References in Customer’s volume licensing agreement to “Use Rights” refer to the terms included in the Use Rights section of each Software Product Entry. Use Rights License Terms Universal License Terms for all Software Down Editions None External User Access Requirements Licensed with Sales and Customer Service CALs, except for (i) Customer’s or its Affiliates’ contractors or agents; (ii) access through Dynamics 365 Clients; or (iii) Licensed with Operations Server Included Technologies None Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 50 Use Rights Notices Internet-based Features, Bing Maps - refer to Notices Use rights for Dynamics 365 for Operations Servers The software may include plug-ins, runtime, and other components identified in printed or online documentation that allow Customer to extend its functionality. Customer may modify or create derivative works of these components and use those derivative works, but only with the software and only for Customer's internal purposes. Use rights for Dynamics 365 On-Premises Server Use Rights for Dynamics 365 CALs Customers with Dynamics 365 CALs may install and use any number of copies of the corresponding Dynamics 365 Server software on a server dedicated to Customer's use. Any Server that is under the management or control of an entity other than Customer or one of its Affiliates is subject to the Outsourcing Software Management clause. This right does not apply to Dynamics 365 Operations Server. Eligibility for Qualified Offers Customers renewing an agreement with Dynamics CRM CAL Licenses as of November 1, 2016 may acquire Dynamics 365 On-premises CAL Qualified Offer Licenses in agreement renewals before October 31, 2019. Dynamics 365 for Team Members CALs Existing Enterprise Agreement Subscription customers with Team Members licenses acquired prior to May 1, 2019 may use existing and newly acquired Dynamics 365 Team Members CALs in accordance with the Dynamics 365 service description at https://aka.ms/D365TeamMembersExistingCustomer through the duration of their existing agreement and any subsequent subscription term begun prior to December 31, 2020. Additional Software Additional Software - all editions Microsoft Dynamics 365 for Microsoft Outlook Microsoft E-Mail Router and Rule Deployment Wizard for Microsoft Dynamics 365 Microsoft Dynamics Reporting Extensions for Microsoft Dynamics 365 Microsoft Dynamics 365 Report Authoring Extensions Microsoft Dynamics 365 Multilingual User Interface (MUI) Microsoft Dynamics 365 for supported devices License Model Server/CAL Server Licenses (per Instance) Customer may use one Running Instance of server software in either a Physical OSE or Virtual OSE on a Licensed Server for each License it acquires. Access Licenses 1. Except as described here and noted in the Product-Specific License Terms, all server software access requires CALs or CAL Equivalent Licenses. 2. CALs are not required for access by another Licensed Server. Access Licenses Dynamics 365 On-premises Server Software Access Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 51 License Server access entitlement Dynamics 365 Team Members On-premises CAL (Device and User) Dynamics 365 Team Members (User SL) For Team Members use (Except that Device CALs do not include access to Operations functionality.) Dynamics 365 Sales On-premises CAL (Device and User) Dynamics 365 Sales (User SL) Sales Dynamics 365 Customer Service On-premises CAL (Device and User) Dynamics 365 Customer Service (User SL) Customer Service Dynamics 365 Operations On-premises CAL (User) Dynamics 365 Supply Chain Management (User SL) Dynamics 365 Finance (User SL) Operations Dynamics 365 Operations Activity On-premises CAL (User) Dynamics 365 Operations Activity (User SL) Operations Activity Dynamics 365 Operations Device On-premises CAL (Device) Dynamics 365 Operations Device (User SL) Operations Device Software Assurance Identifies terms and conditions associated with Software Assurance coverage. For details on purchasing Software Assurance and general Software Assurance Benefits, also refer to Software Assurance Benefits. Software Assurance SA Benefits Server Pool Disaster Recovery Operations Server License Mobility Operations Server Migration Rights Product List - November 2014 and June 2015; Product Terms December 2016; Product Terms July 2017 Roaming Rights No Self Hosting Operations Server SA Equivalent Rights None Prerequisite (SA) See Software Assurance Benefits Dynamics 365 Server Rights Customers with Dynamics 365 CALs and active SA may install and use any number of copies of the corresponding Dynamics 365 Server software on a network server or shared server. This right does not apply to Dynamics 365 Operations Server. Dynamics 365 for Operations Server Rights Dynamics 365 for Operations Server may only be used by Customers that have active SA or equivalent license. Customers that allow SA or equivalent license to lapse must uninstall the server software. Customers that have perpetual rights may install the latest update of Dynamics AX 2012 R3 Server or Commerce Server software that is available at the time of lapse. Dynamics 365 Operations Server Fail-over Rights Customer may run passive fail-over instances of Dynamics 365 Operations Server as follows. Passive fail-over Instances may be run in either a separate OSE on the Licensed Server or on a different Server dedicated to Customer's use. Servers that are under the management or control of an entity other than Customer or one of its Affiliates are subject to the Outsourcing Software Management clause. Fail-Over Rights apply only if the number of licenses that otherwise would be required to run the passive fail-over Instances does Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 52 not exceed the number of licenses required to run the corresponding production Instances. This SA benefit requires SA for the Licensed Server and access license, if any. Localization and Updates Customer is eligible to receive and use updates related to government tax and regulatory requirements on Licensed Servers provided it has active SA or equivalent license for the Licensed Servers and CALs. Unified Service Desk (USD) For each Dynamics 365 for Sales On-premises CAL or Dynamics 365 for Customer Service On-premises CAL for which Customer has SA, Customer may install and use USD on a Licensed Device. The right to use USD is limited to the user or device to whom the qualifying CAL is assigned. Dynamics CustomerSource Dynamics 365 On-premises CAL customers with active SA have access to CustomerSource. Office Applications Office Desktop Applications (Windows) Availability Product Date Available Program Attribute Office LTSC Professional Plus 2021 10/21 Enterprise Product Office Multi Language Pack 2013 10/12 Additional Product Project Professional 2021 10/21 Additional Product Project Standard 2021 10/21 Additional Product Skype for Business LTSC 2021 10/21 Additional Product Visio LTSC Professional 2021 10/21 Additional Product Visio LTSC Standard 2021 10/21 Additional Product Work at Home for Office LTSC Professional Plus 2021 10/21 Additional Product Work at Home for Office LTSC Standard 2021 10/21 Additional Product Product Conditions: Provides additional information related to acquiring the Product, such as prerequisites for purchase, prior versions, and the applicable Product Pool. Product Conditions - General Prior Version Office 2019 and Office 2019 Applications (10/18) Product Pool Application Promotions None Work at Home A Work at Home License may be acquired for the Qualifying Products in the table below. The Primary User of the Qualifying Product may install and use the Work at Home software on one device outside of Customer’s or its Affiliates’ premises (e.g., at the user’s home). Qualifying Product(s) Qualifying Work at Home License Office LTSC Standard 2021 Work at Home for Office LTSC Standard 2021 Office LTSC Professional Plus 2021 Work at Home for Office LTSC Professional Plus 2021 Platform Independent Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 53 Customer may run either the version licensed or a different platform version, provided that the different platform version was available when the original licensed version became available. If the components of a Product suite vary by platform version, Customer may use the components of the suite that it chooses to deploy and only those components; Customer may not mix components across platform versions. SA for a platform independent License permits Customer to use, in place of the licensed Product the most current version of either platform version of the Product that becomes available during the term of coverage. Office Online Server Customers purchasing Office Standard 2016 or Office Professional Plus 2016 licenses before August 1, 2016 may use the editing functionality described in Software Assurance Benefits, Office for the web services and Office Online Server section with those licenses. This right expires on August 1, 2019. Use Rights Identifies the License Terms for each Software Product, including the Universal License Terms, the applicable License Model, and any Product-Specific License Terms. References in Customer's volume licensing agreement to "Use Rights" refer to the terms included in the Use Rights section of each Software Product Entry. Use Rights License Terms Universal License Terms for all Software Down Editions None External User Access Requirements None Included Technologies Office Web Apps Server 2013 (Office suites only) Notices Bing Maps (Excel and Office Professional Plus); H.264 and/or VC-1 (Skype for Business), Internet-based Features, H.265/HEVC - refer to Notices Office Home & Student 2013 RT Commercial Use Rights The commercial use restriction for Office Home & Student 2013 RT is waived for: The Primary User of a Licensed Device running Office Professional Plus or Standard 2021/2019/2016 or; and Office Home & Student 2013 RT installed on a device assigned an Office Professional Plus or Standard 2021/2019/2016 or Office Home & Student 2013 RT Commercial Use license. Except as provided in this section, the terms provided with the Office Home & Student 2013 RT license will govern. License Model Desktop Applications Device License 1. Customer may install any number of copies of the software on a Licensed Device and on any Server for each License it acquires. Any Server that is under the management or control of an entity other than Customer or one of its Affiliates is subject to the Outsourcing Software Management clause. 2. Unless Customer licenses the software as an Enterprise Product or on a company-wide basis, it may also install the software on a single portable device for use by the Primary User of the Licensed Device. 3. Any number of users may use the software running on a Licensed Device, but only one user may access and use the software at a time. 4. Remote use of the software running on a Licensed Device is permitted for the Primary User from any device or for any other user from another Licensed Device. 5. Remote use of the software running on a Server is permitted for any user from a Licensed Device. Media Elements and Templates Microsoft grants Customer a license to copy, distribute, perform and display media elements (images, clip art, animations, sounds, music, video clips, templates and other forms of content) included with the software and the Office web apps in projects and documents, except that Customer may not sell, license or distribute copies of any media elements by themselves or as a product if the primary value of the product is the media elements. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 54 Software Assurance Identifies terms and conditions associated with Software Assurance coverage. For details on purchasing Software Assurance and general Software Assurance Benefits, also refer to Software Assurance Benefits. Software Assurance SA Benefits Application Disaster Recovery None License Mobility None Migration Rights Product List - June 2015 (Office Multi-Language Pack and Visio Premium 2010) Roaming Rights Office, Project and Visio Self Hosting None SA Equivalent Rights None Prerequisite (SA) See Software Assurance Benefits Office Servers Exchange Server Availability Product Date Available Program Attribute Exchange Server Enterprise 2019 10/18 Additional Product Exchange Server Enterprise 2019 CAL (Device and User) 10/18 Additional Product Exchange Server Standard 2019 10/18 Additional Product Product Conditions: Provides additional information related to acquiring the Product, such as prerequisites for purchase, prior versions, and the applicable Product Pool. Product Conditions - General Prior Version Exchange Server 2016 (10/15) Product Pool Server Promotions None Product Conditions - Program Specific Extended Term Eligible None Qualified User Exemption None Reduction Eligible None Reduction Eligible (SCE) None True-Up Eligible None Use Rights Use Rights License Terms Universal License Terms for all Software Down Editions Enterprise to Standard External User Access Requirements Licensed with Server (access to Additional Functionality requires both Base and Additive CALs) Included Technologies None Notices None Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 55 Additional Software Exchange Server - all editions Exchange Management Tools License Model Server/CAL Server Licenses (per Instance) For Products under the Server/CAL License Model, customer may use one Running Instance of server software in either a Physical OSE or Virtual OSE on a Licensed Server for each License it acquires. Subscription licenses or licenses with active Software Assurance only. All CALs used to access the software under this model must also be acquired as subscription licenses or have active Software Assurance: When licensing by Virtual OSE, Customer may reassign any of its Licenses to any of its Licensed Servers located within the same Server Farm as often as needed. Customer may also reassign these Licenses from one Server Farm to another, but not on a short-term basis (i.e., not within 90 days of the last assignment). Access Licenses 1. Except as described here and noted in the Product-Specific License Terms, all server software access requires CALs or CAL Equivalent Licenses. 2. CALs are not required for access by another Licensed Server. Access Licenses Server Software Access Base Access License Exchange Server 2019 Standard CAL Exchange Online (Plan 1/1G/2/2A/2G) User SL CAL Equivalent License (refer CAL and ML Equivalency Licenses) Additional Functionality Associated with Exchange Enterprise CAL In-Place Archive, In-Place Holds (Indefinite, Query-based, and Time-based), Information Protection and Compliance, Custom Retention Policies, Per User/Distribution List Journaling, Site Mailboxes – Compliance, Data Loss Prevention Additive Access License Exchange Server 2019 Enterprise CAL Exchange Online (Plan 2/2A/2G) User SL CAL Equivalent License (refer CAL and ML Equivalency Licenses) Software Assurance Identifies terms and conditions associated with Software Assurance coverage. For details on purchasing Software Assurance and general Software Assurance Benefits, also refer to Software Assurance Benefits. Software Assurance SA Benefits Server Disaster Recovery All editions License Mobility All editions (server licenses only) Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 56 Migration Rights Product List - June 2015(External Connector) Roaming Rights None Self Hosting All editions SA Equivalent Rights None Prerequisite (SA) See Software Assurance Benefits Exchange Enterprise CAL with Services 2019 Supplemental Terms and Conditions Exchange Server Enterprise CAL with active SA coverage includes the rights to Data Loss Prevention and Exchange Online Protection. Exchange Online Voice Mail Service Customers with active SA coverage for Exchange Server Standard 2019 or Exchange Server Enterprise 2019 may use the Exchange Online Voice Mail Service of Cloud Voicemail to access voice messages from Outlook. Use of this Online Service is subject to Exchange Online terms. Project Server Availability Product Date Available Program Attribute Project Server Subscription Edition 11/21 Additional Product Project Server Subscription Edition CAL (Device and User) 11/21 Additional Product Product Conditions: Provides additional information related to acquiring the Product, such as prerequisites for purchase, prior versions, and the applicable Product Pool. Product Conditions - General Prior Version Project Server 2019 (10/18) Product Pool Server Promotions None Product Conditions - Program Specific Qualified User Exemption None Use Rights Identifies the License Terms for each Software Product, including the Universal License Terms, the applicable License Model, and any Product-Specific License Terms. References in Customer’s volume licensing agreement to “Use Rights” refer to the terms included in the Use Rights section of each Software Product Entry. Use Rights License Terms Universal License Terms for all Software Down Editions None External User Access Requirements CAL Included Technologies None Notices None Active Software Assurance is required to run and access Project Server Subscription Edition software (server and CAL). Project Server Subscription Edition licenses include a perpetual entitlement to run Project Server 2019 software only. If Software Assurance coverage lapses, or Customer purchases a buyout license, Customer must uninstall Subscription Edition Software and may install version 2019 software. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 57 Additional Software Project Server Software Development Kit License Model Server/CAL Server Licenses (per Instance) For Products under the Server/CAL License Model, customer may use one Running Instance of server software in either a Physical OSE or Virtual OSE on a Licensed Server for each License it acquires. Subscription licenses or licenses with active Software Assurance only. All CALs used to access the software under this model must also be acquired as subscription licenses or have active Software Assurance: When licensing by Virtual OSE, Customer may reassign any of its Licenses to any of its Licensed Servers located within the same Server Farm as often as needed. Customer may also reassign these Licenses from one Server Farm to another, but not on a short-term basis (i.e., not within 90 days of the last assignment). Access Licenses 1. Except as described here and noted in the Product-Specific License Terms, all server software access requires CALs or CAL Equivalent Licenses. 2. CALs are not required for access by another Licensed Server. Access Licenses Server Software Access Base Access License Project Server Subscription Edition CAL Project Professional 2021 (with active SA) Project Essentials User SL Project Plan 1 User SL Project Plan 3 User SL Project Plan 5 User SL Software Assurance Identifies terms and conditions associated with Software Assurance coverage. For details on purchasing Software Assurance and general Software Assurance Benefits, also refer to Software Assurance Benefits. Software Assurance SA Benefits Server Disaster Recovery Project Server License Mobility Server licenses only Migration Rights None Roaming Rights None Self Hosting None SA Equivalent Rights None Prerequisite (SA) See Software Assurance Benefits Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 58 SharePoint Server Availability Product Date Available Program Attribute SharePoint Server Subscription Edition 11/21 Additional Product,Server and Tools Product SharePoint Server Subscription Edition Enterprise CAL (Device and User) 11/21 Additional Product,Server and Tools Product Product Conditions: Provides additional information related to acquiring the Product, such as prerequisites for purchase, prior versions, and the applicable Product Pool. Product Conditions – General Prior Version SharePoint Server 2019 (10/18) Product Pool Server Promotions None Product Conditions - Program Specific Qualified User Exemption None Use Rights Identifies the License Terms for each Software Product, including the Universal License Terms, the applicable License Model, and any Product-Specific License Terms. References in Customer’s volume licensing agreement to “Use Rights” refer to the terms included in the Use Rights section of each Software Product Entry. Use Rights License Terms Universal License Terms for all Software Down Editions None External User Access Requirements Licensed with Server Included Technologies None Notices None Active Software Assurance or a subscription license is required to run and access SharePoint Server Subscription Edition software (server and CAL). SharePoint Server Subscription Edition licenses include a perpetual entitlement to run SharePoint Server 2019 software only. If Software Assurance coverage lapses, or Customer purchases a buyout license, Customer must uninstall Subscription Edition Software and may install version 2019 software. Additional Software SharePoint Server Software Development Kit License Model Server/CAL Server Licenses (per Instance) For Products under the Server/CAL License Model, customer may use one Running Instance of server software in either a Physical OSE or Virtual OSE on a Licensed Server for each License it acquires. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 59 Subscription licenses or licenses with active Software Assurance only. All CALs used to access the software under this model must also be acquired as subscription licenses or have active Software Assurance: When licensing by Virtual OSE, Customer may reassign any of its Licenses to any of its Licensed Servers located within the same Server Farm as often as needed. Customer may also reassign these Licenses from one Server Farm to another, but not on a short-term basis (i.e., not within 90 days of the last assignment). Access Licenses 1. Except as described here and noted in the Product-Specific License Terms, all server software access requires CALs or CAL Equivalent Licenses. 2. CALs are not required for access by another Licensed Server. Access Licenses SharePoint Server Subscription Edition Server Software Access Base Access License SharePoint Server Subscription Edition Standard CAL SharePoint Online (Plan 1/2) User SL CAL Equivalent License (refer to CAL and ML Equivalency Licenses) Additional SharePoint Server Functionality Associated with SharePoint Enterprise CAL Business Connectivity Services Line of Business Webparts; Office 2019 Business Connectivity Services Client Integration; Access Services; Enterprise Search; E-discovery and Compliance; InfoPath Forms Services; Excel Services, PowerPivot, and PowerView; Visio Services; PerformancePoint Services; Custom Analytics Reports; Data Loss Prevention; and Advanced Charting. Additive Access License SharePoint Server Subscription Edition Enterprise CAL SharePoint Online (Plan 2) User SL CAL Equivalent License (refer to CAL and ML Equivalency Licenses) CAL Waiver for Users Accessing Publicly Available Content CALs are not required to access content, information, and applications that Customer makes publicly available to users over the Internet (i.e., where access is not restricted to Intranet or Extranet scenarios). Software Assurance Identifies terms and conditions associated with Software Assurance coverage. For details on purchasing Software Assurance and general Software Assurance Benefits, also refer to Software Assurance Benefits. Software Assurance SA Benefits Server Disaster Recovery All editions License Mobility SharePoint Server and Office Audit and Control Management Server (server licenses only) Migration Rights Product List - June 2015 (SharePoint Server and SharePoint Server for Internet Sites) Roaming Rights None Self Hosting None SA Equivalent Rights None Prerequisite (SA) See Software Assurance Benefits Skype for Business Server Availability Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 60 Product Program Attribute Skype for Business Plus CAL (User SL) Additional Product,USGCC Skype for Business Server 2019 Additional Product Skype for Business Server 2019 Enterprise CAL (Device and User) Additional Product Skype for Business Server 2019 Plus CAL (Device and User) Additional Product,Enterprise Product Product Conditions: Provides additional information related to acquiring the Product, such as prerequisites for purchase, prior versions, and the applicable Product Pool. Product Conditions - General Prior Version Skype for Business Server 2015 (5/15), Skype for Business Server 2015 Standard, Enterprise and Plus CALs (5/15) Product Pool Server Promotions None Product Conditions - Program Specific Qualified User Exemption None Use Rights Identifies the License Terms for each Software Product, including the Universal License Terms, the applicable License Model, and any Product-Specific License Terms. References in Customer's volume licensing agreement to "Use Rights" refer to the terms included in the Use Rights section of each Software Product Entry. Use Rights License Terms Universal License Terms for all Software Down Editions None External User Access Requirements Licensed with Server Included Technologies Windows Software Components Notices H.264 and/or VC-1 - refer to Notices Additional Software Additional Software - Skype for Business Server Administrative Tools Archiving and Monitoring Server Role Audio/Video Conferencing Server Role Autodiscovery Service Role Central Management Server Role Director Role Edge Server Role Skype for Business Web App Server Role Mediation Server Role Microsoft Skype Web App Microsoft Skype for Business Server 2019 Control Panel PowerShell Snap-in Reach Application Sharing Server Role Mobility Service Role Video Interop Server Role Topology Builder Unified Communications Application Server Role Web Conferencing Server Role Central Management Server Role License Model Server/CAL Server Licenses (per Instance) For Products under the Server/CAL License Model, customer may use one Running Instance of server software in either a Physical OSE or Virtual OSE on a Licensed Server for each License it acquires. Subscription licenses or licenses with active Software Assurance only. All CALs used to access the software under this model must also be acquired as subscription licenses or have active Software Assurance: When licensing by Virtual OSE, Customer may reassign any of its Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 61 Licenses to any of its Licensed Servers located within the same Server Farm as often as needed. Customer may also reassign these Licenses from one Server Farm to another, but not on a short-term basis (i.e., not within 90 days of the last assignment). Access Licenses 1. Except as described here and noted in the Product-Specific License Terms, all server software access requires CALs or CAL Equivalent Licenses. 2. CALs are not required for access by another Licensed Server. Access Licenses Server Software Access Base Access License Skype for Business Server 2019 Standard CAL Skype for Business Online (Plan 1/1G/1A/2/2G/2A) User SL CAL Equivalent License (refer to CAL and ML Equivalency Licenses) Additional Functionality Associated with Skype for Business Server Enterprise CAL Audio, Video and Web Conferencing, Desktop Sharing, Room Systems and Multiple HD Video Streams Additive Access License Skype for Business Server 2019 Enterprise CAL Skype for Business Online (Plan 2/2A/2G) User SL CAL Equivalent License (refer to CAL and ML Equivalency Licenses) Additional Functionality Associated with Skype for Business Server Plus CAL Voice Telephony and Call Management Additive Access License Skype for Business Server 2019 Plus CAL Skype for Business Plus CAL User SL Microsoft Teams Phone Standard User SL CAL Equivalent License (refer to CAL and ML Equivalency Licenses) Software Assurance Identifies terms and conditions associated with Software Assurance coverage. For details on purchasing Software Assurance and general Software Assurance Benefits, also refer to Software Assurance Benefits. Software Assurance SA Benefits Server Disaster Recovery Skype for Business Server License Mobility Server licenses only Migration Rights Product List - April 2015 Roaming Rights None Self Hosting None SA Equivalent Rights None Prerequisite (SA) See Software Assurance Benefits Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 62 SQL Server Availability Product Date Available Program Attribute SQL Server 2022 CAL 11/22 Additional Product,Server and Tools Product SQL Server 2022 Enterprise 11/22 Additional Product SQL Server 2022 Enterprise Core (2-packs of Core Licenses) 11/22 Additional Product,Server and Tools Product SQL Server 2022 Standard 11/22 Additional Product,Server and Tools Product SQL Server 2022 Standard Core (2-packs of Core Licenses) 11/22 Additional Product,Server and Tools Product SQL Server ESU (Standard and Enterprise, Server and Core) Additional Product,Server and Tools Product Product Conditions: Provides additional information related to acquiring the Product, such as prerequisites for purchase, prior versions, and the applicable Product Pool. Product Conditions - General Prior Version SQL Server 2019 (11/19) Product Pool Server - All editions Promotions None Product Conditions - Program Specific Qualified User Exemption Per Core Products only Reduction Eligible (SCE) All editions SQL Server Enterprise (Server/CAL) Existing SQL Server Enterprise (Server/CAL) customers may renew their SA on Server Licenses acquired under that License Model, however new Server Licenses for SQL Server Enterprise (Server/CAL) are no longer available. Existing SA customers upgrading to a new version should refer to the November 2019 Product Terms for SQL Server Enterprise (Server/CAL) License Terms. SQL Server Parallel Data Warehouse SQL Server Parallel Data Warehouse is a deployment option for SQL Server Enterprise Core customers. Customers are eligible to use only the software builds made available during the term of their SA coverage. Use Rights Identifies the License Terms for each Software Product, including the Universal License Terms, the applicable License Model, and any Product-Specific License Terms. References in Customer’s volume licensing agreement to “Use Rights” refer to the terms included in the Use Rights section of each Software Product Entry. Use Rights License Terms Universal License Terms for all Software Down Editions Enterprise Core to Standard, Business Intelligence, Workgroup or Small Business or 2008 R2 Datacenter; Standard to Workgroup or Small Business External User Access Requirements CALs (Server/CAL editions only) Included Technologies Windows Software Components Notices Internet-based Features - refer to Notices Automatic Updates to Previous Versions of SQL Server Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 63 If the SQL Server software is installed on Servers or devices running any supported editions of SQL Server prior to SQL Server 2012 (or components of any of them) this software will automatically update and replace certain files or features within those editions with files from this software. This feature cannot be switched off. Removal of these files may cause errors in the software and the original files may not be recoverable. By installing this software on a Server or device that is running such editions you consent to these updates in all such editions and copies of SQL Server (including components of any of them) running on that Server or device. SQL Server Platform Selection SQL Server Licenses are platform agnostic and permit deployment and use on Windows or Linux platforms. Running Instances for Standard Edition For each Server License, software may be run in only one Physical OSE or Virtual OSE at a time, but Customer may use any number of Running Instances of the server software in that OSE. Distributed Availability Groups Use Limitations for Standard Edition Customer may use Distributed Availability Groups on SQL Server Standard Edition to establish database replication with Azure resources only. Fail-Over Servers for Parallel Data Warehouse (PDW) The PDW Appliance is a single unit made up of two or more compute nodes (Licensed Servers) all controlled by a single PDW control virtual machine (Virtual OSE). Technology is built in to the appliance which allows the software to fail-over to another compute node on the appliance. Customer does not need additional Licenses for the software running in fail-over OSEs as executed by the PDW Appliance technology. Use of SQL Server with Container Technology For purposes of licensing use of SQL Server software running within a container on a container runtime such as docker, cri-o, or containerd, (i) a container is considered to be a Virtual OSE, and (ii) the Physical or Virtual Cores available to that container are considered to be Hardware Threads. Customer's use is subject to the Per Core License Model or Server/CAL License Model and any other License Terms relevant to the SQL Server Licenses Customer has appropriately assigned to the Licensed Server in connection with that use. For clarity, if hyperthreading is enabled and Customer is licensing use under the Virtual OSE Per Core License Model, Customer must assign a Core License for each Hardware Thread mapped to a container, subject to a minimum of four Licenses. Data Collection The Data Protection Addendum applies to the Product, except (1) the DPA's statement of compliance with ISO 27001, ISO 27002, and ISO 27018 does not apply, and (2) use of all data processed by Internet-based Features is governed by the Microsoft Privacy Statement (aka.ms/privacy) and not the DPA, unless other terms accompany such Internet-based Features. Additional Software Additional Software - all editions (except Parrallel Data Warehouse) Client Quality Connectivity Client Tools Backwards Compatibility Client Tools Connectivity Client Tools SDK Data Quality Client Distributed Replay Client Documentation Components Management Tools - Basic Management Tools - Complete Reporting Services Add-in for SharePoint Products SQL Client Connectivity SDK Additional Software - Parallel Data Warehouse Parallel Data Warehouse Control Virtual Machine License Model Per Core Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 64 For Products under the Per Core License Model, Customer must choose either Licensing by Physical Core on a Server or Licensing by Individual Virtual OSE. The terms for each are set forth below. Server Licenses (per core) - Licensing by Physical Core on a Server 1. Customer may use the server software on a Licensed Server, provided it acquires sufficient Server Licenses as described below. 2. The number of Licenses required equals the number of Physical Cores on the Licensed Server subject to a minimum of four Licenses per Physical Processor. 3. For Enterprise edition, Customer may use any number of Running Instances of the server software on the Licensed Server in a number of Physical OSEs and/or Virtual OSEs equal to the number of licenses assigned to it. 4. For each additional Enterprise edition License that Customer assigns beyond the number of Licenses required under paragraph 2 above, it may use the server software in one additional OSE on the Licensed Server. 5. For other editions, Customer may use any number of Running Instances of the server software only in the Physical OSE on the Licensed Server. Server Licenses (per core) - Licensing by Individual Virtual OSE Available for subscription licenses or licenses with active Software Assurance only: Customer may use any number of Running Instances of the server software in any Virtual OSE on the Licensed Server, provided it acquires sufficient Licenses as described below. The number of Licenses required equals the number of Virtual Cores in the Virtual OSE, subject to a minimum of four Licenses per Virtual OSE. If any Virtual Core is at any time mapped to more than one Hardware Thread, Customer needs a License for each Hardware Thread to which it is mapped. Customer may reassign any of its Licenses to any of its Licensed Servers located within the same Server Farm as often as needed. Customer may also reassign these Licenses from one Server Farm to another, but not on a short-term basis (i.e., not within 90 days of the last assignment). Server/CAL Server Licenses (per Instance) For Products under the Server/CAL License Model, customer may use one Running Instance of server software in either a Physical OSE or Virtual OSE on a Licensed Server for each License it acquires. Subscription licenses or licenses with active Software Assurance only. All CALs used to access the software under this model must also be acquired as subscription licenses or have active Software Assurance: When licensing by Virtual OSE, Customer may reassign any of its Licenses to any of its Licensed Servers located within the same Server Farm as often as needed. Customer may also reassign these Licenses from one Server Farm to another, but not on a short-term basis (i.e., not within 90 days of the last assignment). Access Licenses 1. Except as described here and noted in the Product-Specific License Terms, all server software access requires CALs or CAL Equivalent Licenses. 2. CALs are not required for access by another Licensed Server. Access Licenses Client access licenses may be assigned by user or device, as appropriate. A user CAL allows access to corresponding version of the server software or earlier versions of the server software from any device by one user. A device CAL allows access to corresponding versions of the server software or earlier versions of the server software from one device by any user. CALs allow access to server software running on Customer’s Licensed Servers only. Server Software Access Base Access License SQL Server 2022 CAL Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 65 Software Assurance Identifies terms and conditions associated with Software Assurance coverage. For details on purchasing Software Assurance and general Software Assurance Benefits, also refer to Software Assurance Benefits. Software Assurance SA Benefits Server Disaster Recovery All editions. See Fail-Over Rights section below for additional terms for SQL Server. License Mobility All editions of SQL Server (Not applicable to Parallel Data Warehouse). Migration Rights See Product Terms - October 2019. Roaming Rights None Self Hosting All editions SA Equivalent Rights Yes Prerequisite (SA) See Software Assurance Benefits SQL Server Enterprise Core - Unlimited Virtualization When licensing by physical core, customers with active Software Assurance may run any number of instances of the server software in any number of OSEs on any Licensed Server. SQL Server Standard/Enterprise Core - Unlimited Containers When licensing by Virtual OSE, customers with active SA may run any number of instances of the server software in any number of containers in the Virtual OSE on the Licensed Server. When electing this benefit, a container is not considered to be a Virtual OSE. SQL Server - Fail-over Rights For each of its Primary Workloads, Customer is entitled to: One Fail-over OSE for any purpose, including high availability, on any Server (subject to the Outsourcing Software Management clause); and Two Fail-over OSEs specifically for disaster recovery purposes: o one on any Server (subject to the Outsourcing Software Management clause) and o one on Microsoft Azure servers, subject to Ratio of Qualified Licenses to Azure vCores as stipulated in the Azure Hybrid Benefit terms for SQL Server. Customer may also run Primary Workloads and its disaster recovery Fail-over OSEs simultaneously for brief periods of disaster recovery testing every 90 days. Customer may perform the following maintenance-related operations for any permitted Fail-over OSE: Database consistency checks or Checkdb Log Back-ups Full Back-ups Monitoring resource usage data Fail-over OSEs permitted for disaster recovery must be asynchronous and manual. Fail-over OSEs may not serve SQL Server data to users or devices or otherwise run active SQL Server workloads. The number of licenses that otherwise would be required for a Fail-over OSE must not exceed the number of licenses required for the corresponding Primary Workload. These fail-over rights require SA for both the Licensed Server and CALs, if any, and do not apply when Customer deploys SQL Software under License Mobility through SA. Use of SQL on Microsoft Azure When using SQL Server on Azure under Azure Hybrid Benefit rights, or Disaster Recovery Rights, Customer should indicate such use, as prompted in the Azure portal or Azure command line APIs. Use of Power BI Report Server - SQL Server Enterprise Edition Customer may run Power BI Report Server software on the Licensed Server, on any allowed Fail-over OSE in accordance with those same limits, or in Azure. Customer may run the software on a maximum numbers of cores equal to the number of SQL Server Enterprise Edition Core Licenses with active SA assigned to the Licensed Server, subject to a minimum of four core licenses per OSE. Alternatively, if the software is run in Azure, Customer must allocate one SQL Server Enterprise Edition Core License with active SA per virtual core, subject to a minimum of four core licenses per OSE. Use is additionally subject to the applicable terms of Customer's volume license Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 66 agreement. A Power BI Pro User SL is required to publish shared Power BI reports using the Power BI Report Server. This right expires upon expiration of Customer's SA coverage. Extended Security Updates Refer to Extended Security Updates in Software Assurance Benefits for acquisition and use of Extended Security Updates. SQL Server Enterprise Core - Parallel Data Warehouse Feature Updates Customers with SA coverage are eligible for Parallel Data Warehouse feature releases (e.g., appliance updates) available between major product releases. SQL Server Buy-Out Option under the Enrollment for Application Platform EAP Customer may renew SA for SQL Server Enterprise Server/CAL Licenses, but the only buy-out option at the end of Customer’s enrollment term will be for core Licenses. Virtual Desktop Infrastructure (VDI Suite) Availability Product Date Available Program Attribute VDI Suite 4/12 Additional Product VDI Suite with MDOP 4/12 Additional Product Use Rights Customers looking for information about how to license and use the VDI Suite should refer to the April 2015 Product Use Rights http://go.microsoft.com/?linkid=9839206 and June 2015 Product List http://go.microsoft.com/?linkid=9839207. Visual Studio Visual Studio Subscriptions Availability Product Date Available Program Attribute MSDN Platforms 6/13 Additional Product,Server and Tools Product Visual Studio Enterprise 2022 Subscription 11/21 Additional Product,Server and Tools Product Visual Studio Professional 2022 Subscription 11/21 Additional Product Visual Studio Test Professional 2022 Subscription 11/21 Additional Product,Server and Tools Product Product Conditions: Provides additional information related to acquiring the Product, such as prerequisites for purchase, prior versions, and the applicable Product Pool. Product Conditions - General Prior Version Visual Studio 2019 (3/19) Product Pool Applications Promotions None Product Conditions - Program Specific Qualified User Exemption None Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 67 Product Conditions - Program Specific Reduction Eligible (SCE) All License Grant for SQL Server Parallel Data Warehouse Developer Each Licensed User of Visual Studio Professional Subscription, Visual Studio Enterprise Subscription and Visual Studio Test Professional Subscription is deemed to have one License for SQL Server 2016 Parallel Data Warehouse Developer. License Grant for Azure DevOps Server 2022 Each Licensed User of Visual Studio Professional Subscription, Visual Studio Enterprise Subscription, Visual Studio Test Professional Subscription and MSDN Platforms is deemed to have one Server License for Azure DevOps Server and one Azure DevOps Server User CAL. The CAL is for the sole use of the Licensed User. Microsoft Azure Services Microsoft Azure benefits cannot be combined from multiple Visual Studio Subscriptions or MSDN Platforms onto a single Microsoft Azure account. Azure Virtual Desktop Refer to the Azure Virtual Desktop section of the Microsoft Azure Services for rights to access Azure Virtual Desktop virtual machines. Use Rights Identifies the License Terms for each Software Product, including the Universal License Terms, the applicable License Model, and any Product-Specific License Terms. References in Customer's volume licensing agreement to "Use Rights" refer to the terms included in the Use Rights section of each Software Product Entry. Use Rights License Terms Universal License Terms for all Software Down Editions Enterprise to Professional External User Access Requirements None Included Technologies SQL Server Technology, Windows Software Components, Microsoft SharePoint, Windows SDK, Microsoft Office Components, Microsoft Advertising SDK Notices Internet-based Features - All, Bing Maps - All (except MSDN Platforms), H.264 and/or VC-1 - All (except MSDN Platforms) - refer to Notices Third Party Licensing Terms for Open Source Components Licensed User may not 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 with the software. Build Devices and Visual Studio Build Tools Customer may install copies of the files from Visual Studio Professional, Visual Studio Enterprise, or from Visual Studio Build Tools onto its build devices, including physical devices and virtual machines or containers on those devices, whether on-premises or remote devices that are dedicated solely to Customer’s use, or hosted on Microsoft Azure for Customer, (collectively, “Build Devices”). Dedicated devices that are under the management or control of an entity other than Customer or one of its Affiliates are subject to the Outsourcing Software Management clause. Customer and others in its organization may use these files on its Build Devices solely to compile, build, and verify programs developed by using Visual Studio Professional or Visual Studio Enterprise, or to run quality or performance tests of those programs as part of the build process. Utilities Customer may copy and install the Utilities listed at https://aka.ms/vs/16/utilities onto its devices solely to debug and deploy Customer’s programs and databases that Customer develops with Visual Studio Professional and Visual Studio Enterprise. Utilities are Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 68 designed for temporary use. Microsoft may not be able to patch or update Utilities separate from the Visual Studio software, and some Utilities by their nature may make it possible for others to access devices on which the Utilities are installed. Customer should delete all the Utilities installed onto a device when it finishes debugging or deploying its programs and databases. Microsoft is not responsible for any third-party use or access of devices, or of the programs or databases on devices, on which the Utilities have been installed. Developing Extensions Limits on Extensions. Customer may not develop or enable others to develop extensions for Visual Studio Professional or Visual Studio Enterprise (or and other component of the Visual Studio family of products) which circumvent the technical limitations implemented in the software. If Microsoft technically limits or disables extensibility for the software, Customer may not extend the software by, among other things, loading or injecting into the software any non-Microsoft add-ins, macros, or packages; modifying the software registry settings; or adding features or functionality equivalent to that found in the Visual Studio family of products. No Degrading the Software. If Customer develops an extension for Visual Studio Professional or Visual Studio Enterprise (or any other component of the Visual Studio family of products), Customer must test the installation, uninstallation, and operation of its extension to ensure that such processes do not disable any features or adversely affect the functionality of Visual Studio Professional or Visual Studio Enterprise (or such component) or of any previous version or edition thereof. Office Professional Plus 2019 – Visual Studio Enterprise Subscription Each Licensed User of Visual Studio Enterprise Subscription may also install and use one copy of Office Professional Plus 2019 or Microsoft 365 Apps for enterprise for production use. Except as provided here, the Office Desktop Applications (Windows) terms applies to the Licensed User’s use of Office Professional Plus 2019 and the Microsoft 365 Applications terms applies to Licensed User’s use of Microsoft 365 Apps for enterprise. Distributable Code Visual Studio Professional and Visual Studio Enterprise contains code and text files that Customer is permitted to distribute in programs it develops while using such software. Right to Use and Distribute. The code and text files listed below are “Distributable Code”. Distributable List. Customer may copy and distribute the object code form of code listed on the Distributable List located at https://aka.ms/vs/16/redistribution. Sample Code, Templates, and Styles. Customer may copy, modify, and distribute the source and object code form of code marked as “sample”, “template”, “simple styles”, and “sketch styles”. Third-party Distribution. Customer may permit distributors of its programs to copy and distribute the Distributable Code as part of those programs. Data Collection The Data Protection Addendum applies to the Product, except (1) the DPA’s statement of compliance with ISO 27001, ISO 27002, and ISO 27018 for processed data does not apply, and (2) use of all data processed by Internet-based Features is governed by the Microsoft Privacy Statement (aka.ms/privacy) and not the DPA, unless other terms accompany such Internet-based Features. Information on connected experiences in Visual Studio, including how to disable access to such experiences, is available here: https://docs.microsoft.com/visualstudio/ide/reference/connected-experiences?view=vs-2019. Code Inspection The software includes an optional feature enabling inspection of binary code and reproduction of source code from binary code. Customer agrees to use such feature only to inspect or reproduce software as authorized by its owner or applicable law. License Model Developer Tools Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 69 User Licenses 1. One Licensed User may use any number of copies of the software and any prior version on any device for each User License it acquires. Any device that is under the management or control of an entity other than Customer or one of its Affiliates is subject to the Outsourcing Software Management clause. 2. Licensed Users may use the software for evaluation and to develop, test, and demonstrate Customer's programs. These rights include the use of the software to simulate an end user environment to diagnose issues related to its programs. 3. The software is not licensed for use in a Production Environment. Additional License Terms for Visual Studio Subscriptions In addition to the rights in the License Model Terms, Customer may allocate a Visual Studio Subscription for each License it acquires. For Visual Studio Subscriptions, the "Software" means software made available to Customer's subscription level via Visual Studio Subscription Subscriber Downloads. Any online service made available with Customer's Visual Studio Subscription may not be used in a Production Environment. Running the Software on Microsoft Azure Services The Licensed User may run the Software on Microsoft Azure Services during the term of its Visual Studio Subscription. The use of the Software remains subject to the terms and conditions of Customer's volume licensing agreement and any terms that come with the Software. The Developer Tools License Model Terms apply to the use of the Software and Azure Dev/Test offers, except that the Licensed User may not run Office Professional Plus or System Center Virtual Machine Manager for production use on Microsoft Azure Services. Additional Requirements To run Software on Microsoft Azure Services Customer must activate its Visual Studio Subscription by linking its Microsoft account to the Visual Studio Subscription. Acceptance Testing and Feedback Customer's end users may access the Software, and online services made available with Customer's Visual Studio Subscription, to perform acceptance tests or to provide feedback on its programs. Windows Server Remote Desktop Services Up to 200 anonymous users at a time may use the Remote Desktop Services feature of the Windows Server software to access online demonstrations of Customer's programs. Windows Embedded Product Each Windows Embedded Product is licensed under the terms that come with it, including any Microsoft obligations related to defense of infringement and misappropriation claims. These terms replace the corresponding terms in Customer's volume licensing agreement. Each Licensed User may install and use an unlimited number of copies of the licensed Windows Embedded Product. Data Collection The Data collection practices of Software are as described in the terms accompanying them. Software Assurance Identifies terms and conditions associated with Software Assurance coverage. For details on purchasing Software Assurance and general Software Assurance Benefits, also refer to Software Assurance Benefits. Software Assurance SA Benefits Applications Disaster Recovery None Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 70 Software Assurance License Mobility None Migration Rights Product List - March 2014 and Product Terms - September 2015 Roaming Rights None Self Hosting None SA Equivalent Rights Yes Prerequisite (SA) See Software Assurance Benefits Software Assurance Eligibility Customers with expiring SA on any Visual Studio Subscription License or an active retail subscription corresponding to the Visual Studio offerings in the Product Terms may renew coverage under any Visual Studio Subscription License. When renewing to a different Subscription level, the new use terms replace the prior use terms, and any software not included in the new Subscription may no longer be used. Renewing into coverage that corresponds to a higher Visual Studio edition is facilitated through Step Up Licenses (refer to Software Assurance Benefits) Visual Studio Subscription Perpetual Rights Customer's rights to use any software licensed through Visual Studio Subscription become perpetual when Customer's right to use Visual Studio becomes perpetual. Azure DevOps Server Availability Product Date Available Program Attribute Azure DevOps Server 2022 CAL (Device and User) 11/22 Additional Product,Server and Tools Product Azure DevOps Server 2022 with SQL Server Technology 11/22 Additional Product,Server and Tools Product Product Conditions: Provides additional information related to acquiring the Product, such as prerequisites for purchase, prior versions, and the applicable Product Pool. Product Conditions - General Prior Version Azure DevOps Server 2020 (10/20) Product Pool Server Promotions None Product Conditions - Program Specific Qualified User Exemption None Use Rights Identifies the License Terms for each Software Product, including the Universal License Terms, the applicable License Model, and any Product-Specific License Terms. References in Customer’s volume licensing agreement to “Use Rights” refer to the terms included in the Use Rights section of each Software Product Entry. Use Rights License Terms Universal License Terms for all Software Down Editions None External User Access Requirements CALs Included Technologies SQL Server Technology, Windows Software Components Notices None Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 71 Usage Not Requiring CALs The following uses do not require CALs; view, edit, or enter work items; access Azure DevOps Server Reporting; accessing Azure DevOps Services via a Azure DevOps Server Proxy; providing approvals to stages as part of the Release Management pipeline; and accessing Azure DevOps Server through a pooled connection from another integrated application or service. SQL Server Technology Customer may run any number of Instances of any SQL Server database software included in the Product in one OSE on a Server for the limited purpose of supporting that Product and any other Product that includes SQL Server database software. Servers that are under the management or control of an entity other than Customer or one of its Affiliates are subject to the Outsourcing Software Management clause. Third Party Licensing Terms for Open Source Components Licensed User may not 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 with the software. Azure DevOps Server Build Services If Customer has one or more Licensed Users of Visual Studio Enterprise Subscription, Visual Studio Professional Subscription, Visual Studio Enterprise monthly subscription, or Visual Studio Professional monthly subscription then Customer may also install the Visual Studio software and permit access and use of it as part Azure DevOps Server Build Services by Customer’s Licensed Users and Licensed Devices of Azure DevOps Server. Additional Software Additional Software - Azure DevOps Server Azure DevOps Server Build Services License Model Server/CAL Server Licenses (per Instance) For Products under the Server/CAL License Model, customer may use one Running Instance of server software in either a Physical OSE or Virtual OSE on a Licensed Server for each License it acquires. Subscription licenses or licenses with active Software Assurance only. All CALs used to access the software under this model must also be acquired as subscription licenses or have active Software Assurance: When licensing by Virtual OSE, Customer may reassign any of its Licenses to any of its Licensed Servers located within the same Server Farm as often as needed. Customer may also reassign these Licenses from one Server Farm to another, but not on a short-term basis (i.e., not within 90 days of the last assignment). Access Licenses 1. Except as described here and noted in the Product-Specific License Terms, all server software access requires CALs or CAL Equivalent Licenses. 2. CALs are not required for access by another Licensed Server. Access Licenses Server Software Access Base Access License Azure DevOps Server 2022 CAL Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 72 Base Access License Azure DevOps Services paid user Additional Functionality Test Plan Additive Access License Azure DevOps Services Test Manager paid user MSDN Platforms Visual Studio Enterprise Subscription Visual Studio Test Professional Subscription Software Assurance Identifies terms and conditions associated with Software Assurance coverage. For details on purchasing Software Assurance and general Software Assurance Benefits, refer to Software Assurance Benefits. Software Assurance SA Benefits Server Disaster Recovery Yes License Mobility Yes (server licenses only) Roaming Rights None Self Hosting Yes SA Equivalent Rights None Prerequisite (SA) See Software Assurance Benefits Windows Desktop Operating System Availability Product Program Attribute HEVC Codec (Per Device) Additional Product Microsoft Defender for Endpoint Plan 1 (User SL) Additional Product Microsoft Defender for Endpoint Plan 2 (User SL) Additional Product Universal Print (Per User) Additional Product,US GCC,US GCC High Universal Print Volume Add-on (10K) Additional Product,US GCC,US GCC High Universal Print Volume Add-on (500) Additional Product,US GCC,US GCC High Windows 11 Enterprise (Per Device) Enterprise Product Windows 11 Enterprise E3 (SL) Enterprise Product Windows 11 Enterprise E3 From SA (SL) Enterprise Product Windows 11 Enterprise E3 Per User Add-on (to Enterprise per device) (SL) Enterprise Product Windows 11 Enterprise E5 (SL) Enterprise Product,USGCC Windows 11 Enterprise E5 From SA (SL) Enterprise Product,USGCC Windows 11 Enterprise E5 Per User Add-on (to Enterprise per device) (SL) Enterprise Product,USGCC Windows 7 ESU 2021 (Per Device) Additional Product Windows 7 ESU 2021 For M365 (Per Device) Additional Product Windows VDA E3 (SL) Enterprise Product Windows VDA E5 (SL) Enterprise Product Windows VDA per device (SL) Additional Product,Enterprise Product Product Conditions: Provides additional information related to acquiring the Product, such as prerequisites for purchase, prior versions, and the applicable Product Pool. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 73 Product Conditions - General Prior Version Windows 10 Enterprise LTSC 2019 (10/18), Windows Embedded 8.1 Industry (4/14) Product Pool System Promotions None Product Conditions - Program Specific Reduction Eligible Add-ons, Additional Products Qualified User Exemption None License Assignment for Windows Desktop Operating System Licenses Per User License Assignment Eligibility (Excluding Virtual Desktop Access) The Licensed User must be the Primary User of at least one device licensed with a Qualifying OS. This one device must also be the Primary User’s primary work device. Per Device License Assignment Eligibility (Excluding Virtual Desktop Access) The Licensed Device must be licensed with a Qualifying OS, and the Qualifying OS must be installed on the Licensed Device. Per Device license assignment is permanent unless Customer has Software Assurance for that device. Virtual Desktop Access (VDA) License Assignment Eligibility VDA Per Device and Per User licenses may be assigned to any user or device. Qualifying Operating Systems Windows software acquired through a volume licensing agreement may only be installed or activated on devices licensed to run one of the qualifying operating systems (OS) below. Qualifying OS for Per User Licenses and Virtual Desktop Access Per Device/User Licenses Qualifying Operating Systems Enterprise Agreement, Microsoft Products and Services Agreement, Select, Select Plus, Open Value Microsoft Cloud Agreement and Microsoft Customer Agreement Windows 10/11 Enterprise, IoT Enterprise, Pro, Pro for Workstations X X Education, Home X (Academic licenses only) Windows 8/8.1 1 Enterprise, Pro, Windows Embedded 8/8.1 Pro/Industry Pro X 1 Windows 7 Operating Systems covered by an Extended Security Update (ESU) license are Qualifying Operating Systems during the device's active ESU coverage period. Windows 7 Enterprise, Professional, Ultimate and Professional/Ultimate for Embedded Systems editions are equivalent to Windows 8 Pro edition eligibility. Qualifying OS - Per Device Licenses (Excluding Virtual Desktop Access Licenses) Unless Customer has Software Assurance for the device, Customer must remove the Qualifying OS from the device before installing Windows software acquired through a volume licensing agreement on a Licensed Device. Qualifying Operating Systems New Enterprise Agreement (EA)/Open Value Company Wide (OV-OW) 1 Existing Enterprise Agreement (EA)/Open Value Company Wide (OV-OW) Microsoft Products and Services Agreement (MPSA)/Select Plus/Open Microsoft Cloud Agreement and Microsoft Customer Agreement Academic and Charity Windows 10/11 Enterprise, Pro, Pro for Workstations X X X X X Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 74 Qualifying Operating Systems New Enterprise Agreement (EA)/Open Value Company Wide (OV-OW) 1 Existing Enterprise Agreement (EA)/Open Value Company Wide (OV-OW) Microsoft Products and Services Agreement (MPSA)/Select Plus/Open Microsoft Cloud Agreement and Microsoft Customer Agreement Academic and Charity Education, Home X (Academic licenses only) X Windows 8/8.1 2 Enterprise, Pro X X X X Windows 8/8.1 X Apple macOS 3 X X X Windows Embedded Operating Systems Windows 10/11 IoT Enterprise X X X X X Windows 2000 Professional for Embedded Systems X X X Windows XP Professional for Embedded Systems X X X Windows Vista Business/Ultimate for Embedded Systems X X X Windows 7 Professional/Ultimate for Embedded Systems X X X X Windows Embedded 8/8.1 Pro/Industry Pro X X X X 1 Also applicable to Qualified Devices acquired through merger or acquisition. 2 Windows 7 Operating Systems covered by an Extended Security Update (ESU) license are Qualifying Operating Systems during the device's active ESU coverage period. Windows 7 Enterprise, Professional, and Ultimate editions are equivalent to Windows 8 Pro edition eligibility. Windows 7 Home Premium, Home Basic, and Starter Edition editions are equivalent to Windows 8 edition eligibility. 3 macOS must be preinstalled by the authorized manufacturer prior to the initial sale of the device. Restricted Use Qualifying OS for Per Device Licenses Qualifying Operating Systems New Enterprise Agreement (EA)/Open Value Company Wide (OV-OW)1 Existing Enterprise Agreement (EA)/Open Value Company Wide (OV-OW) Microsoft Products and Services Agreement (MPSA)/Select Plus/Open Academic and Charity Windows 10/11 IoT Enterprise for Retail or Thin Clients X X X Windows Embedded 8 and 8.1 Industry Retail X X Windows Embedded POSReady 7 Pro X X Windows Embedded for Point of Service X X Windows Embedded POSReady 2009 X X Windows Embedded POSReady 7 X X Windows XP Embedded X X Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 75 Qualifying Operating Systems New Enterprise Agreement (EA)/Open Value Company Wide (OV-OW)1 Existing Enterprise Agreement (EA)/Open Value Company Wide (OV-OW) Microsoft Products and Services Agreement (MPSA)/Select Plus/Open Academic and Charity Windows Embedded Standard 7 X X Windows Embedded Standard 2009 X X Windows Embedded 8 Standard X X 1 Also applicable to Qualified Devices acquired through merger or acquisition. Restricted Use Qualifying Operating Systems The right to use Windows software acquired through a volume licensing agreement on a device licensed with a Restricted Use Qualifying OS is limited to the specific use for which the device was designed. The device running the acquired Windows software may not be used as a general-purpose PC or as a commercially viable substitute for such a system. Acquired Windows software installed on devices licensed with a Point of Sale (POS) version of Windows Embedded must be primarily used for running a POS application. Software Assurance Purchase Limitation for Restricted Use Qualifying Operating Systems Software Assurance may not be acquired for devices licensed with Restricted Use Qualifying Operating Systems. This limitation does not apply to devices licensed with Windows 10/11 IoT for Retail or Thin Clients. Mixing Per User and Per Device Licenses on Enterprise Enrollments Customers may mix Windows Per Device and Per User licenses on Enterprise Enrollments if 1) all users of unlicensed Qualified Devices are licensed with Windows Per User, and 2) all Qualified Devices used by unlicensed users are licensed with Windows Per Device. Third Party Re-imaging Before a third party may re-image a Customer’s devices, Customer must provide the third party with written documentation showing it has the requisite licenses for the installation. Regional Fulfillment Options Windows KN Editions Customers located in Korea with an active volume licensing agreement or enrollment may acquire media for Windows KN editions for deployment and use in Korea. No other use is permitted. Windows N Editions (Not with Windows Media Player) Customers located in countries established in the European Union (EU) or European Free Trade Association (EFTA) with an active volume licensing agreement or enrollment may acquire media for Microsoft Windows N editions for deployment and use in countries in the European Union (EU) or the European Free Trade Association (EFTA). (For purposes of Open License, an "active agreement" is one associated with an active Open License Authorization Number.) Automatic Updates Customer authorizes Microsoft to download and install updates automatically on devices running Windows 10/11 unless they have been configured to prevent automatic updates using supported methods. All updates are licensed under the same terms as the Product to which they apply. Windows 7 ESU (Extended Security Updates) Customer may acquire Windows 7 ESU licenses on a per device basis. Devices running a local OSE covered by ESU or accessing virtual OSEs covered by ESU must be licensed with Windows 7 ESU for the respective year of coverage. Devices do not need an ESU license to access Windows 7 OSEs covered by ESU running on Azure Virtual Desktop. If Customer has one or more ESU licenses, devices do not need an ESU license to run or access Windows 7 OSEs covered by ESU when the OSE is licensed through a Visual Studio Subscription for development or test purposes. Windows 7 ESU 2020/2021/2022 for M365 licenses may only be assigned to devices with active Software Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 76 Assurance or used exclusively by users with Windows Enterprise, VDA, or M365 SLs (that include Windows Enterprise). Windows 7 ESU 2020/2021/2022 licenses may be assigned to any device. Windows 7 ESU 2021 & 2022 and Windows 7 ESU 2021 & 2022 for M365 licenses may only be assigned to devices also licensed with ESU(s) for the prior year(s). Windows 7 ESU 2020 Entitlement for E5 Security Users Users licensed with Microsoft 365 E5, Microsoft 365 E5 Security, or Microsoft 365 Security + Compliance SLs through an Enterprise Agreement or Enterprise Subscription Agreement, or users licensed on a Government Community Cloud tenant with all three component services of Microsoft 365 E5 (Windows Enterprise E5, Enterprise Mobility + Security E5, and Office 365 E5) through an Enterprise Agreement or Enterprise Subscription Agreement (“Qualified Users”) may use up to five simultaneous devices to run a local OSE covered by Windows 7 ESU for 2020 or access Virtual OSEs covered by Windows 7 ESU for 2020. Customer may acquire Windows 7 ESU 2021 & 2022 and Windows 7 ESU 2021 & 2022 for Microsoft 365 licenses for such devices without the need to acquire the 2020 ESU license if the devices were used solely by Qualified Users for the duration of the ESU 2020 coverage period. These devices must be assigned ESU licenses for all respective years if used by any users not currently licensed with Microsoft 365 E5, Microsoft 365 E5 Security, or Microsoft 365 Security + Compliance SLs. Universal Print Volume Add-on Prerequisites License License Prerequisites Universal Print Volume Add-on Microsoft 365 A3/A5/E3/E5/F3; Microsoft 365 Business Premium; Windows 11 Education A3/A5; Windows 11 Enterprise E3/E5; Universal Print Use Rights Identifies the License Terms for each Software Product, including the Universal License Terms, the applicable License Model, and any Product-Specific License Terms. References in Customer's volume licensing agreement to "Use Rights" refer to the terms included in the Use Rights section of each Software Product Entry. Use Rights License Terms Universal License Terms for all Software (see Additional License Terms for Online Services section below) Down Editions Enterprise to Pro External User Access Requirements None Included Technologies None Notices H.264 and/or VC-1, H.265/HEVC - refer to Notices Additional License Terms for Online Services Certain Windows software licenses include some Online Services which are governed by the Universal License Terms for Online Services, including but not limited to, Microsoft Defender for Endpoint, Windows Autopatch, Windows Update for Business Reports, and Windows Update for Business deployment service. Windows diagnostic data processor configuration For Windows 10/11 Enterprise, Pro, and Education editions that support a Windows diagnostic data processor configuration, Microsoft is the processor for Windows diagnostic data collected from a device where such configuration is set. This configuration is set by joining a Microsoft Entra ID account to the device and taking any other necessary steps described in the Product documentation (www.aka.ms/wddprocessor). Except as provided above, Microsoft will continue to be a controller of Personal Data processed in connection with your use of Windows, including data processed by Microsoft in connection with Customer's use of service-based capabilities. When Microsoft is a controller, Microsoft will handle the Personal Data in accordance with the Microsoft Privacy Statement (www.aka.ms/privacy), and the Data Protection Addendum (www.aka.ms/DPA) terms do not apply. Windows Local Use Customer may run Windows software acquired through a volume licensing agreement as one Physical OSE locally on Licensed Devices. This local use right applies to VDA per device licenses only if the Licensed Device is also licensed with a Qualifying Operating System. Licensed Users may run Windows software acquired through a volume licensing agreement as one Physical OSE locally on devices licensed with a Qualifying Operating System. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 77 Microsoft Entra ID Based Activation for Windows Licensed Users using Microsoft Entra ID-based activation may activate the software in the Physical OSE on up to five concurrent devices running either Windows 10 Pro Anniversary Update or Windows 10 Enterprise Creator's Update or a later version. Microsoft Defender for Endpoint Eligible Licensed Users may use Microsoft Defender for Endpoint on up to five concurrent devices. Windows Apps Unless other terms are displayed to Customer or presented in the app's settings, Customer agrees the services that it accesses from the Windows app is governed by the Microsoft Services Agreement at http://go.microsoft.com/fwlink/?linkid=246338 or for Windows apps that access Xbox services, the Xbox.com terms of use at http://xbox.com/legal/livetou. Windows 11 Upgrade Benefit The following User SLs include a Windows 11 upgrade benefit (version upgrade only, edition remains the same) for device(s) licensed with Windows 8, 8.1, 10: Windows 11 Enterprise/Education (all) Microsoft 365 (all that include Windows 11 Enterprise) Windows 11 Virtualization on Azure Customers with Windows 11 Enterprise Per User SLs, Windows 11 Education Per User SLs, or VDA Per User SLs using Microsoft Entra IDbased activation on supported editions may install the Windows 10 Creators Update or later version software on a virtual machine running in Customer's Microsoft Azure accounts. Each Licensed User may access up to four instances of the software. Azure Government customers may use KMS activation in lieu of Microsoft Entra ID-based activation. When configuring the image(s) on Microsoft Azure, Customers must indicate their use of the multitenant hosting for Windows and adhere to other software configuration requirements available at https://docs.microsoft.com/windows/deployment/vda-subscription-activation. This section does not apply to Students receiving access to software through Student Use Benefit. Azure Virtual Desktop for Windows Azure Virtual Desktop for Windows Users licensed with Microsoft 365 E3/E5/G3/G5/F3/Business Premium/A3/A5/Student Use Benefit, Windows Enterprise E3/E5, Windows Education A3/A5, or Windows VDA E3/E5 may access Azure Virtual Desktop Windows virtual machines running in Customer's Microsoft Azure accounts. Azure Virtual Desktop virtual machines do not count against a user's device activation count limit. Azure Virtual Desktop for Development and Test Users licensed with Visual Studio subscriptions and MSDN Platforms with active SA ("Authorized Users") may access Azure Virtual Desktop Windows, and Windows Server virtual machines running in Customer's Microsoft Azure accounts for development and test purposes. Customer's end users may also access Azure Virtual Desktop Windows, and Windows Server virtual machines initiated by Authorized Users to perform acceptance tests or provide feedback. Azure Virtual Desktop Per User Access Operating System Universal Terms. The following Universal License Terms for all Software do not apply to the Azure Virtual Desktop per user access operating system software: Rights to Use Other Versions and Lower Editions; Software Assurance; Outsourcing Software Management. Windows 365 Operating System Universal Terms. The following Universal License Terms for all Software do not apply to the Windows 365 operating system software: Rights to Use Other Versions and Lower Editions; Software Assurance; Outsourcing Software Management. License Model Desktop Operating Systems Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 78 Device License 1. Customer may install one copy of the software on a Licensed Device or within a local virtual hardware system on a Licensed Device for each License it acquires. 2. Customer may use the software on up to two processors. 3. Local use is permitted for any user. 4. Remote use is permitted for the Primary User of the Licensed Device and for any other user from another Licensed Device or a Windows VDA Licensed Device. 5. Only one user may access and use the software at a time. 6. Customer may connect up to 20 devices to the Licensed Device for file sharing, printing, Internet Information Services, Internet Connection Sharing or telephony services. 7. An unlimited number of connections are allowed for KMS activation or similar technology. Adobe Flash Player The software may include a version of Adobe Flash Player. Customer agrees that its use of the Adobe Flash Player is governed by the license terms for Adobe Systems Incorporated at http://go.microsoft.com/fwlink/?linkid=248532. Adobe and Flash are either registered trademarks or trademarks of Adobe Systems Incorporated in the United States and/or other countries. Software Assurance Identifies terms and conditions associated with Software Assurance coverage. For details on purchasing Software Assurance and general Software Assurance Benefits, refer to Software Assurance Benefits. Software Assurance SA Benefits System Disaster Recovery None License Mobility None Migration Rights Product List - June 2015 (Windows Companion Subscription) Roaming Rights February 2016 – Product Terms Self Hosting None SA Equivalent Rights None Prerequisite (SA) See Software Assurance Benefits Software Assurance Additional Use Rights This section (Software Assurance) applies to the following licenses. Windows 11 Enterprise E3/E5 Windows 11 Enterprise per device Windows 11 Education E3/E5 Windows VDA E3/E5 Windows VDA per device This provision does not apply to SLs acquired under the Microsoft Cloud Agreement and Microsoft Customer Agreement or by way of the Student Use Benefit. Windows Virtualization Local Virtualization Customer may run Windows software acquired through a volume licensing agreement on up to four Virtual OSEs locally on Licensed Devices. This local use right applies to VDA Per Device licenses only if the Licensed Device is also licensed with a Qualifying Operating System. Licensed Users may run Windows software acquired through a volume licensing agreement on up to four Virtual OSEs locally on devices licensed with a Qualifying Operating System. If all permitted Virtual OSEs are used Customer may use the Physical OSE only to host and manage the Virtual OSEs. Remote Virtualization Any user of a Licensed Device, or any device used by a Licensed User, may remotely access up to four Virtual OSEs or one Physical OSE of Windows software acquired through a volume licensing agreement. Customer's use of Servers that are under the management or Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 79 control of an entity other than Customer or one of its Affiliates are subject to the Outsourcing Software Management clause. Notwithstanding anything to the contrary in the Outsourcing Software Management clause, Customer's VDA E3 and E5 Licensed Users may remotely access Windows software under these Remote Virtualization rights on any Listed Provider's devices dedicated to Customer's use. 10.1" Screen Device Benefit Customer with Per User license may install Windows software acquired through a volume licensing agreement on all Windows licensed devices with integrated screens 10.1" diagonally or less. Windows Pro SA Customers who previously acquired SA for Windows Pro may renew SA on their covered devices without the need to buy a Windows Enterprise license. Microsoft Desktop Optimization Pack (MDOP) Customer may install and use management functionality in the MDOP on Customer’s other devices dedicated to their use to manage software on the Licensed Device or Licensed User’s Devices. Customer may also use the AGPM, DaRT and UE-V to manage software on servers within its domain, so long as the desktops within that domain are licensed for MDOP use. MDOP Eligibility Customers with the following licenses have rights to use MDOP and do not need to purchase MDOP separately. Windows Enterprise E3/E5 Windows Education E3/E5 Windows VDA E3/E5 Agreement with an August 1, 2015, or later effective date and VDA per device or Windows Enterprise per device. Rights to run Clustered HPC Applications A Licensed Device or a device used by a Licensed User may be used as a Cycle Harvesting Node to run Clustered HPC Applications, as long as the device is not used as a general purpose Server, database Server, web Server, e-mail Server, print Server or file Server, for other multi-user access purposes, or for any other similar resource sharing purpose. Software Assurance Lapse on Perpetual Licenses Windows Enterprise General Availability Channel must be uninstalled on any Licensed Device if Software Assurance coverage lapses. If the Licensed Device was assigned a perpetual Windows Enterprise license, Customer may install on the Licensed Device the version of Windows Enterprise Long Term Servicing Channel that is current at the time of the lapse. Add-ons Customer may acquire Add-ons subject to the following conditions: 1. Customer must have active SA or an active User SL for the corresponding Qualifying Licenses 2. Customer may acquire one Add-on SL for each Qualifying License(s), unless provided otherwise in these terms 3. Customer may acquire add-on SLs between true-up dates in advance of the acquisition of the Qualifying Licenses Add-ons expire upon the earlier of the expiration of the SA coverage for the Qualifying License or the Add-on SL term, unless provided otherwise in this Appendix. Add-ons may only be reassigned to users or devices with Qualifying Licenses. Windows Desktop Operating System The Licensed User must be the Primary User of a device with either active Windows Desktop Operating System SA coverage or Windows VDA coverage. Add-on User SL Qualifying License(s) Windows 11 Enterprise E3 Add-on Windows 11 Enterprise/Education per device Windows 11 Enterprise E5 Add-on Windows 11 Enterprise/Education per device Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 80 From SA Customer may acquire From SA SLs instead of SA for fully paid, perpetual Licenses subject to the following conditions: 1. Customer has active SA or is renewing coverage for the corresponding Qualifying Licenses 2. Customer acquires no more than one From SA SL for each Qualifying License, unless provided otherwise in these terms 3. Customer acquires From SA SLs at Enrollment anniversary or renewal Enterprise Agreement Subscription (EAS) customers with continuous subscription coverage on Qualifying Licenses for no less than three years may purchase the corresponding From SA SLs. Customers renewing an agreement may renew From SA SLs up to the number of corresponding From SA SLs expiring. As a one-time exception, when transitioning from per device licensing to per user From SA licensing for the first time, customer may purchase a greater number of From SA User SLs, if (1) Customer purchases a From SA User SL for all users of its Qualified Devices, and (2) in the case of Windows Desktop Operating System licenses, Customer adds devices as necessary to comply with the Primary User requirement in the Windows Desktop Operating System. Windows Desktop Operating System From SA User SL Qualifying License(s) Windows 11 Enterprise E3/E5 From SA (SL) SA for the Windows Desktop Operating System Windows Server Windows Server Standard, Datacenter, and Essentials Availability Product Date Available Program Attribute Windows Server 2022 Active Directory Rights Management Services CAL 8/21 Additional Product Windows Server 2022 Active Directory Rights Management Services External Connector 8/21 Additional Product Windows Server 2022 Datacenter (16-packs of Core Licenses) 8/21 Additional Product Windows Server 2022 Datacenter (2-packs of Core Licenses) 8/21 Additional Product Windows Server 2022 External Connector 8/21 Additional Product Windows Server 2022 Remote Desktop Services CAL (Device and User) 8/21 Additional Product Windows Server 2022 Remote Desktop Services External Connector 8/21 Additional Product Windows Server 2022 Standard (16-packs of Core Licenses) 8/21 Additional Product Windows Server 2022 Standard (2-packs of Core Licenses) 8/21 Additional Product Windows Server ESU (Standard and Datacenter) Additional Product,Server and Tools Product Product Conditions: Provides additional information related to acquiring the Product, such as prerequisites for purchase, prior versions, and the applicable Product Pool. Product Conditions - General Prior Version Windows Server 2019 (10/18) Product Pool Server Promotions None Product Conditions - Program Specific Qualified User Exemption External Connectors Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 81 Windows Server Premium Assurance Add-on Customers looking for terms and conditions for Premium Assurance Add-on should refer to the January 2018 Product Terms (which may be found at https://www.aka.ms/licensingdocs) Use Rights Identifies the License Terms for each Software Product, including the Universal License Terms, the applicable License Model, and any Product-Specific License Terms. References in Customer's volume licensing agreement to "Use Rights" refer to the terms included in the Use Rights section of each Software Product Entry. Use Rights License Terms Universal License Terms for all Software Down Editions Datacenter to Standard or Essentials, Standard to Essentials (for versions 2008 R2 and prior refer to the Product Terms - September 2018) External User Access Requirements CALs or External Connector Included Technologies None Notices Internet-based Features, H.264 and/or VC-1, H.265/HEVC, Malware Protection - refer to Notices. Additional Terms for Windows Server 2019 Essentials Limitations on Use 1. At any one time, Customer may use a Running Instance of the server software in each of the Physical OSE and in one Virtual OSE. 2. Customer must run the server software within a domain where the Server’s Active Directory is configured as (i) the domain controller (a single server which contains all the flexible single master operations (FSMO) roles), (ii) the root of the domain forest, (iii) not to be a child domain, and (iv) to have no trust relationship with any other domains. If the server software is used in a Virtual OSE, the Instance in the Physical OSE may be used only to run hardware virtualization software, provide hardware virtualization services, or run software to manage and service Operating System Environment on the Licensed Server. That Instance does not need to meet the requirements in (I) through (iv) above. Using the Server Software A User Account is a unique user name with its associated password created through the Windows Server 2019 Essentials Console. Customer may use up to 25 user accounts. Each user account permits a named user to access and use the server software on that server. It may reassign a user account from one user to another provided that the reassignment does not occur within 90 days of the last assignment. Windows Server 2019 Essentials Connector Customer may install and use the Windows Server 2019 Essentials Connector software on no more than 50 devices at any one time. It may use this software only with the server software. Windows Server Active Directory Rights Management Services Access Customer must acquire a Windows Server 2022 Active Directory Rights Management Services CAL for each User Account through which a user directly or indirectly accesses the Windows Server 2022 Active Directory Rights Management Services functionality. Windows Server Containers without Hyper-V isolation with Windows Server 2022 Standard and Datacenter Customer may use any number of OSEs instantiated as Windows Server Containers without Hyper-V isolation on the Licensed Server. Windows Server Datacenter: Azure Edition Use Restriction Customer may use Windows Server Datacenter: Azure Edition only as an operating system for virtualization on Microsoft Azure and Azure Stack. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 82 Windows Server Products data processing Microsoft will be a controller of Personal Data processed in connection with your use of Windows Server Products. When Microsoft is a controller, Microsoft will handle the Personal Data in accordance with the Microsoft Privacy Statement (aka.ms/privacy), and the Data Protection Addendum terms do not apply. Please see the Product documentation for details on any processing of Personal Data in connection with Windows Server Products and Customer’s configuration options. Additional Software Windows Server 2022 AD Migration Tool GBUNIECN.EXE Utility License Model Per Core/CAL Server Licenses (per core) 1. Customer may use the server software on a Licensed Server, provided it acquires sufficient Server licenses as described below. 2. The number of Licenses required equals the number of Physical Cores on the Licensed Server, subject to a minimum of 8 Licenses per Physical Processor and a minimum of 16 Licenses per Server. 3. Datacenter edition permits use of the server software in any number of OSEs on the Licensed Server. 4. Standard edition: o Standard edition permits use of the server software in two OSEs on the Licensed Server. o Standard edition permits use of one Running Instance of the server software in the Physical OSE on the Licensed Server (in addition to two Virtual OSEs), if the Physical OSE is used solely to host and manage the Virtual OSEs. o Customer may assign additional Standard edition Licenses to the Licensed Server equal to the number specified in 2 above and use the server software in two additional OSEs on the Licensed Server. 5. As long as the total numbers of Licenses and Physical Cores remains the same, License reassignment is permitted any time Customer repartitions a single piece of hardware. 6. As a one-time alternative to assigning base CALs per user or per device, a number of base CALs may be dedicated to an Instance of the server software on a single Server (per server mode) to permit up to the same number of users or devices to concurrently access that Instance. Server Licenses (per core) - Licensing by Individual Virtual OSE Available for subscription licenses or licenses with active Software Assurance only. All CALs used to access the software under this model must also be acquired as subscription licenses or have active Software Assurance. Customer may use the server software in one Virtual OSE on the Licensed Server, provided it acquires sufficient Server licenses as described below. The number of Licenses required equals the number of Virtual Cores in the Virtual OSE, subject to a minimum of 8 Licenses per Virtual OSE. Customer may reassign any of its Licenses to any of its Licensed Servers located within the same Server Farm as often as needed. Customer may also reassign these Licenses from one Server Farm to another, but not on a short-term basis (i.e., not within 90 days of the last assignment). Access Licenses Except as described here and noted in the Product-Specific License Terms, all server software access requires CALs or CAL Equivalent Licenses. CALs are not required for access by another Licensed Server. CALs are not required to access server software running a Web Workload or HPC Workload. CALs are not required for access in a Physical OSE used solely for hosting and managing Virtual OSEs. Specialty Servers Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 83 Server Licenses (per Instance) Customer may use one Running Instance of server software in either a Physical OSE or Virtual OSE on a Licensed Server for each Server License it acquires. Subscription licenses or licenses with active Software Assurance only: When licensing by Virtual OSE, Customer may reassign any of its Licenses to any of its Licensed Servers located within the same Server Farm as often as needed. Customer may also reassign these Licenses from one Server Farm to another, but not on a short-term basis (i.e., not within 90 days of the last assignment). Access Licenses Client access licenses may be assigned by user or device, as appropriate. A user CAL allows access to corresponding version of the server software or earlier versions of the server software from any device by one user. A device CAL allows access to corresponding versions of the server software or earlier versions of the server software from one device by any user. CALs allow access to server software running on Customer’s Licensed Servers only. Server Software Access Base Access License Windows Server 2022 CAL CAL Equivalent License (refer to CAL and ML Equivalency) *As an exception, users do not need Windows Server CALs when accessing the server software solely to sync between an Active Directory infrastructure running on Customer's Licensed Servers and Microsoft Entra ID. Additional Functionality Associated with Windows Server 2022 Remote Desktop Services CAL Microsoft Application Virtualization for Remote Desktop Services and Windows Server 2022 Remote Desktop Services functionality Additive Access License Windows Server 2022 Remote Desktop Services CAL Windows Server 2022 Remote Desktop Services User SL *Also required for use of Windows Server to host a graphical user interface (using the Windows Server 2022 Remote Desktop Services functionality or other technology). Additional Functionality Associated with Windows Server 2022 Rights Management Services CAL Windows Server 2022 Rights Management Services Additive Access License Windows Server 2022 Active Directory Rights Management Services CAL Azure Information Protection P1 User SL CAL Equivalent License (refer to CAL and ML Equivalency) Additional Functionality Associated with Microsoft Identity Manager User CAL Microsoft Identity Manager 2016 functionality Additive Access License Microsoft Identity Manager 2016 User CAL Microsoft Entra ID (P1 and P2) User SL CAL Equivalent License (refer to CAL and ML Equivalency) *Also required for any person for whom the software issues or manages identity information. Synchronization Service Microsoft Identity Manager 2016 CALs not required for users only using Microsoft Identity Manager synchronization service. Server External User Access Base Access License Windows Server 2022 External Connector Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 84 Additional Functionality Associated with Windows Server 2022 Remote Desktop Services External Connector License Microsoft Application Virtualization for Remote Desktop Services and Windows Server 2022 Remote Desktop Services functionality Additive Access License Windows Server 2022 Remote Desktop Services External Connector *Also required for use of Windows Server to host a graphical user interface (using the Windows Server 2022 Remote Desktop Services functionality or other technology). Additional Functionality Associated with Windows Server 2022 Rights Management Services External Connector License Windows Server 2022 Rights Management Services Additive Access License Windows Server 2022 Active Directory Rights Management Services External Connector Additional Functionality Associated with Microsoft Identity Manager External Connector License Microsoft Identity Manager 2016 functionality Additive Access License Microsoft Identity Manager 2016 External Connector *Also required for any External User for whom the software issues or manages identity information (in absence of Microsoft Identity Manager 2016 CALs). Software Assurance Identifies terms and conditions associated with Software Assurance coverage. For details on purchasing Software Assurance and general Software Assurance Benefits, refer to Software Assurance Benefits. Software Assurance SA Benefits Server Disaster Recovery All editions License Mobility External Connector only Migration Rights Refer Product List - October 2013 and March 2014 (prior versions as well as HPC Pack, Windows HPC Server, Windows Server Enterprise, Windows Server HPC Edition, Windows Server for Itanium Based Systems, Windows Small Business Server); Product List - June 2015 (Forefront Identity Manager 2010 R2); Product Terms - October and December 2016 Roaming Rights None Self Hosting All editions (except Essentials) SA Equivalent Rights None Prerequisite (SA) None Microsoft Azure Hybrid Benefit for Windows Server Refer to Microsoft Azure Hybrid Benefit of the Microsoft Azure Services Product Entry for deploying Windows Server images on Microsoft Azure. Remote Desktop Services (“RDS”) User CAL and User SL Extended Rights Customer may use its RDS User CALs and User SLs with Windows Server software running in OSEs dedicated to its internal use on either Microsoft Azure Services or the shared or dedicated servers of a License Mobility through Software Assurance Partner for which it has completed and submitted the License Mobility verification form. Other than administrative access by Customer’s License Mobility through Software Assurance Partner, no other party may access the OSE(s). For any CAL or User SL Customer has used in this manner, it may later move to Microsoft Azure Services or a new License Mobility through Software Assurance Partner, but not sooner than 90 days after it initiated use in the environment it is leaving. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 85 Extended Security Updates Refer to Extended Security Updates in Software Assurance Benefits for acquisition and use of Extended Security Updates. Azure Virtual Desktop for Windows Server Refer to the Azure Virtual Desktop section of the Microsoft Azure Services Product entry for rights to access Azure Virtual Desktop Windows Server virtual machines. Windows Server Annual Channel for Containers Eligibility Customer may only use Windows Server Annual Channel for Containers if it has Windows Server Datacenter core licenses with either an active subscription or Software Assurance. Use Restriction Customer may use Windows Server Annual Channel for Containers only as an operating system to host Windows Server containers in conjunction with a Certified Kubernetes product, as defined by Cloud Native Computing Foundation. Enterprise Mobility + Security Availability Product Program Attribute Enterprise Mobility + Security E3 (User SL) Enterprise Online Service Enterprise Mobility + Security E3 Add-on (User SL) Enterprise Online Service Enterprise Mobility + Security E3 From SA (User SL) Enterprise Online Service Enterprise Mobility + Security E5 (User SL) Enterprise Online Service Enterprise Mobility + Security E5 Add-on (User SL) Enterprise Online Service Enterprise Mobility + Security E5 From SA (User SL) Enterprise Online Service Product Conditions: Provides additional information related to acquiring the Product, such as prerequisites for purchase, prior versions, and the applicable Product Pool. Product Conditions - General Terms of Service Universal License Terms for all Online Services Product Pool Server Promotions None Product Conditions - Program Specific Extended Term Eligible All Qualified User Exemption None Reduction Eligible All Reduction Eligible (SCE) None True-Up Eligible All Add-ons Customer may acquire Add-ons subject to the following conditions: 1. Customer must have active SA or an active User SL for the corresponding Qualifying Licenses 2. Customer may acquire one Add-on SL for each Qualifying License(s), unless provided otherwise in these terms 3. Customer may acquire add-on SLs between true-up dates in advance of the acquisition of the Qualifying Licenses Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 86 Add-ons expire upon the earlier of the expiration of the SA coverage for the Qualifying License or the Add-on SL term, unless provided otherwise in these terms. Add-ons may only be reassigned to users or devices with Qualifying Licenses. Qualifying License(s) Add-on User Subscription License(s) Core CAL Suite Enterprise Mobility + Security (E3/A3 and E5/A5) Add-on Enterprise CAL Suite Core CAL Suite Bridge for Office 365 Core CAL Suite Bridge for Office 365 and Microsoft Intune Enterprise CAL Suite Bridge for Office 365 Enterprise CAL Suite Bridge for Office 365 and Microsoft Intune From SA Customer may acquire From SA SLs instead of SA for fully paid, perpetual Licenses subject to the following conditions: 1. Customer has active SA or is renewing coverage for the corresponding Qualifying Licenses 2. Customer acquires no more than one From SA SL for each Qualifying License, unless provided otherwise in these terms 3. Customer acquires From SA SLs at Enrollment anniversary or renewal Enterprise Agreement Subscription (EAS) customers with continuous subscription coverage on Qualifying Licenses for no less than three years may purchase the corresponding From SA SLs. Customers renewing an agreement may renew From SA SLs up to the number of corresponding From SA SLs expiring. As a one-time exception, when transitioning from per device licensing to per user From SA licensing for the first time, customer may purchase a greater number of From SA User SLs, if (1) Customer purchases a From SA User SL for all users of its Qualified Devices, and (2) in the case of Windows Desktop Operating System licenses, Customer adds devices as necessary to comply with the Primary User requirement in the Windows Desktop Operating System. Enterprise Mobility + Security Enterprise Mobility + Security From SA User SLs qualify Customer for SA Benefits based on the Qualifying Licenses. From SA User SLs require the corresponding CAL Suite Bridges or USLs listed below: From SA User SL Qualifying License(s) Required CAL Suite Bridge or USL Enterprise Mobility + Security From SA Core CAL Suite Core CAL Bridge for Enterprise Mobility + Security or Office 365 Enterprise/Government E1, E3, E5 Enterprise CAL Suite Enterprise CAL Bridge for Enterprise Mobility + Security or Office 365 Enterprise/Government E3, E5 Microsoft 365 Availability Product Program Attribute 10-Year Audit Log Retention (User SL) Additional Product Compliance Program for Microsoft Cloud Additional Product eCDN (User SL) Additional Product Entra ID Governance (User SL) Additional Product Entra ID Governance P2 Additional Product Extra Graph Connector Capacity Additional Product Insider Risk Management Forensic Evidence Add-on Additional Product,US GCC,US GCC High,US DOD Microsoft 365 Advanced Data Residency Additional Product Microsoft 365 Copilot Additional Product Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 87 Microsoft 365 Cross-tenant User Data Migration (User SL) Additional Product Microsoft 365 E3 – Unattended License (SL) Additional Product Microsoft 365 E3 - Unattended License EEA (no Teams) (SL) Additional Product Microsoft 365 E3/E5 (User SL) Enterprise Online Service Microsoft 365 E3/E5 Add-on (User SL) Enterprise Online Service Microsoft 365 E3/E5 EEA (no Teams) (User SL) Enterprise Online Service Microsoft 365 E3/E5 From SA (User SL) Enterprise Online Service Microsoft 365 E3/E5 From SA EEA (no Teams) (User SL) Enterprise Online Service Microsoft 365 E5 Compliance (User SL) Additional Product Microsoft 365 E5 eDiscovery and Audit (User SL) Additional Product Microsoft 365 E5 Information Protection and Governance (User SL) Additional Product Microsoft 365 E5 Insider Risk Management (User SL) Additional Product Microsoft 365 E5 Security (User SL) Additional Product Microsoft 365 F1/F3 (User SL) Additional Product Microsoft 365 F1/F3 EEA (no Teams) (User SL) Additional Product Microsoft 365 F5 Compliance (User SL) Additional Product Microsoft 365 F5 eDiscovery and Audit Additional Product,US GCC,US GCC High,US DOD,GCon Microsoft 365 F5 Information Protection and Governance Additional Product,US GCC,US GCC High,US DOD,GCon Microsoft 365 F5 Insider Risk Management Additional Product,US GCC,US GCC High,US DOD,GCon Microsoft 365 F5 Security (User SL) Additional Product Microsoft 365 F5 Security + Compliance (User SL) Additional Product Microsoft 365 G5 Compliance (User SL) Additional Product Microsoft 365 G5 eDiscovery and Audit (User SL) Additional Product Microsoft 365 G5 Information Protection and Governance (User SL) Additional Product Microsoft 365 G5 Insider Risk Management (User SL) Additional Product Microsoft 365 Professional Direct Support Additional Product Microsoft Defender for IoT - EIoT Device License - add-on Additional Product Microsoft Defender Threat Intelligence (User SL) Additional Product Microsoft Defender Threat Intelligence API Additional Product Microsoft Defender Vulnerability Management (User SL) Additional Product Microsoft Defender Vulnerability Management Add-on Additional Product Microsoft Defender Vulnerability Management Add-On to Microsoft Defender for Endpoint for servers Additional Product Microsoft Entra Permissions Management Additional Product Microsoft Intune – Remote Help Additional Product Microsoft Managed Desktop Additional Product Microsoft Sales Copilot (User SL) Additional Product Microsoft Teams EEA Additional Product Microsoft Viva (User SL) Additional Product Microsoft Viva Employee Communications and Communities (User SL) Additional Product Microsoft Viva Glint Additional Product Microsoft Viva Goals (User SL) Additional Product Microsoft Viva Insights (User SL) Additional Product Microsoft Viva Insights Capacity Additional Product Microsoft Viva Learning (User SL) Additional Product Microsoft Viva Topics (User SL) Additional Product Microsoft Viva Workplace Analytics and Employee Feedback (User SL) Additional Product Premium Assessment Additional Product Priva – Subject Rights Request Additional Product,US GCC,US GCC High,US DOD,GCon Priva Privacy Risk Management (User SL) Additional Product,US GCC,US GCC High,US DOD,GCon SharePoint Advanced Management P1 (User SL) Additional Product,US GCC,US GCC High Skype for Business Plus CAL Add-on for Microsoft 365 E3 (User SL) Additional Product VDA Add-on for M365 E3/E5 (User SL) Additional Product Workload Identities Additional Product,US GCC,US GCC High,US DOD,GCon Product Conditions: Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 88 Provides additional information related to acquiring the Product, such as prerequisites for purchase, prior versions, and the applicable Product Pool. Product Conditions - General Terms of Service Universal License Terms for all Online Services Product Pool Server Promotions None Product Conditions - Program Specific Extended Term Eligible All (except Premium Assessment and Priva - Subject Rights Request) Qualified User Exemption F only Reduction Eligible All Reduction Eligible (SCE) Microsoft 365 F3 True-Up Eligible All (except From SA) Applicable License Terms Microsoft 365 is governed by the License Terms of the individual products and services comprising Microsoft 365, as modified by the License Terms in this Microsoft 365 Product Entry. Microsoft 365 Components For Microsoft 365 E3/E5 the components include Office 365 E3/E5, Enterprise Mobility + Security E3/E5, and Windows 11 Enterprise E3/E5 Per User. For Microsoft 365 A3/A5 the components include Office 365 A3/A5, Enterprise Mobility + Security A3/A5, Windows 11 Education A3/A5, and Minecraft: Education Edition. For Microsoft 365 F3 the components include Office 365 F3, Enterprise Mobility + Security E3, and Windows 11 Enterprise E3. For Microsoft 365 F1 the components include Enterprise Mobility + Security E3 and limited Office services. For Microsoft 365 E3/Education A3 - Unattended License the components include Office 365 E3/A3, Enterprise Mobility + Security E3/A3 and Windows 11 Enterprise E3/A3. License Assignment and Windows Use Rights The use rights for the Windows component of Microsoft 365 licenses are modified as follows: Licensed Users are not required to be the Primary User of any device. Licensed Users may only run Windows Enterprise locally on devices with a Qualifying Operating System. Microsoft 365 F1/F3 License Eligibility for Frontline Worker Licenses Microsoft 365 Frontline Worker licenses may only be assigned to users who satisfy one or more of the following conditions: Uses a primary work device with a single screen smaller than 10.9" Shares their primary work device with other qualifying Microsoft 365 or Office 365 Frontline Worker licensed users, during or across shifts. o Other licensed Microsoft Frontline Worker users must also use the device as their primary work device. o Any software or services accessed from the shared device requires the device or users to be assigned a license that includes use of those software or services. Qualifying Microsoft 365 and Office 365 Frontline Worker licenses include Microsoft 365 F1, Microsoft 365 F3, and/or Office 365 F3. Customers who had Microsoft 365 F1/F3 licensed users prior to June 1, 2020 (Impacted Customers) may license additional users with the same or equivalent service, under the Microsoft 365 F1 License Eligibility terms in the November 1, 2019 Product Terms, until the end of the Impacted Customer's subsequent subscription renewal term. Windows Use Rights for Microsoft 365 F3 Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 89 The use rights for the Windows component of Microsoft 365 F3 licenses are further modified as follows: 29. Rights to use Windows Enterprise LTSC do not apply. 30. Rights to install and use MDOP do not apply. Smartphone and Tablet Devices Each Microsoft 365 F3 user to whom Customer assigns a User SL may (i) use Microsoft Office for mobile devices for commercial purposes and (ii) sign into Microsoft Office with their org ID on up to five smartphones and five tablets with integrated screens 10.9" diagonally or less. Microsoft 365 F1 User Mailbox Use Rights M365 F1 does not include rights to an Exchange mailbox. In order to enable a full Teams experience, M365 F1 licenses may come with the Exchange Online K1 service plan enabled. Although the Exchange Online K1 service plan will provision a mailbox for the user, M365 F1 users are not entitled to use the mailbox. We recommend that you disable Outlook on the web via these steps (https://docs.microsoft.com/en-us/exchange/recipients-in-exchange-online/manage-user-mailboxes/enable-or-disable-outlook-webapp) and ask your users not to access the Exchange mailbox via any other methods. Extended Use Rights for Microsoft 365 E3/E5 Office Servers Each Licensed User assigned a Microsoft 365 E3/E5 User SL may: install any number of copies of the following server software on any Server dedicated to Customer's use: Exchange Server, SharePoint Server, and Skype for Business Server; and access to the above server software is exclusive to those users assigned a Microsoft 365 E3/E5 User SL or External Users. Servers that are under the management or control of an entity other than Customer or one of its Affiliates are subject to the Outsourcing Software Management clause. This entitlement does not apply to User SLs acquired under the Microsoft Cloud Agreement and Microsoft Customer Agreement. Office Professional Plus Microsoft 365 From SA User SLs: For each Licensed User to whom customer assigns a Microsoft 365 E3/E5 From SA User SL, Customer may install: one local copy of Office Professional Plus for the sole use of the Licensed User for the duration of the subscription; and one local copy of Office Professional Plus for new User SLs added to the same volume license agreement for the sole use of the Licensed User for the duration of the subscription. The number of new User SLs granted those user rights may not exceed the number of From SA User SLs initially covered under the agreement. Microsoft 365 User SLs acquired in MPSA For each Licensed User with a device covered with Software Assurance for Office Professional Plus to whom Customer assigns a Microsoft 365 User SL, Customer may install one local copy of Office Professional Plus for the sole use of the Licensed User for the duration of the subscription. Microsoft 365 EEA (no Teams) and Microsoft Teams EEA Customers in European Economic Area (EEA) countries and Switzerland may acquire and use Microsoft 365 EEA (no Teams) and Microsoft Teams EEA Licenses. Licensing terms for equivalent suites that include Microsoft Teams are applicable to EEA suites. License Prerequisites License License Prerequisites 10-Year Audit Log Retention Microsoft 365 E5/A5; Microsoft 365 E5/A5 Compliance; Microsoft 365 E5/A5 eDiscovery and Audit; Office 365 E5/A5 Career Coach Office 365 A1/A3/A5; Microsoft 365 A3/A5 Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 90 License License Prerequisites Entra ID Governance (User SL) Microsoft Entra ID P1; Microsoft 365 E3/E5/A3/A5/G3/G5; Enterprise Mobility + Security E3/E5; Microsoft 365 F1/F3 Entra ID Governance P2 Microsoft Entra ID P2; Microsoft 365 E5/A5/G5; Enterprise Mobility + Security E5; Microsoft 365 E5/F5 Security, Microsoft 365 F5 Security + Compliance Insider Risk Management Forensic Evidence Addon Microsoft 365 E5/G5; Microsoft 365 E5/G5 Compliance; Microsoft 365 E5/G5 Insider Risk Management Microsoft 365 E5/A5/G5 Security Microsoft 365 E3/A3 Office 365 E3/A3 and Enterprise Mobility + Security E3/A3 Microsoft 365 E5/A5/G5 Compliance Microsoft 365 E3/A3 Office 365 E3/A3 and Enterprise Mobility + Security E3/A3 Microsoft 365 E5/A5/G5 eDiscovery and Audit Microsoft 365 Business Basic/Business Standard/Business Premium/F1/F3/E3/A3; Office 365 F3/E1/A1/E3/A3/E5/A5; Exchange Online; SharePoint Online; OneDrive for Business Microsoft 365 E5/A5/G5 Insider Risk Management Microsoft 365 Business Basic/Business Standard/Business Premium/F1/F3/E3/A3; Office 365 F3/E1/A1/E3/A3/E5/A5; Exchange Online; SharePoint Online; OneDrive for Business Microsoft 365 E5/A5 Information Protection and Governance Microsoft 365 Business Premium/F1/F3/E3/A3 Any one of the following: Microsoft 365 Business Basic/Business Standard; Office 365 F3/E1/E3/A3/E5/A5; Exchange Online; SharePoint Online; OneDrive for Business and Any one of the following: Azure Information Protection; Enterprise Mobility + Security Microsoft 365 F5 Compliance Microsoft 365 F1/F3 Office 365 F3 and Enterprise Mobility + Security E3 (K) Microsoft 365 F5 Security Microsoft 365 F1/F3 Office 365 F3 and Enterprise Mobility + Security E3 (K) Microsoft 365 F5 Security + Compliance Microsoft 365 F1/F3 Office 365 F3 and Enterprise Mobility + Security E3 (K) Microsoft 365 F5 eDiscovery and Audit Microsoft 365 F1/F3; Office 365 F3 and Enterprise Mobility + Security E3 (K) Microsoft 365 F5 Information Protection and Governance Microsoft 365 F1/F3; Office 365 F3 and Enterprise Mobility + Security E3 (K) Microsoft 365 F5 Insider Risk Management Microsoft 365 F1/F3; Office 365 F3 and Enterprise Mobility + Security E3 (K) Microsoft 365 Advanced Data Residency Any Microsoft 365, Office 365, Exchange Online, SharePoint Online or OneDrive for Business plan license Microsoft 365 Copilot Microsoft 365 Business Standard/Business Premium/E3/E5 Microsoft 365 Cross-tenant User Data Migration Microsoft 365 F3/E3/E5; Office 365 F3/E1/E3/E5; Exchange Online; SharePoint Online; OneDrive for Business Microsoft Defender Threat Intelligence API Microsoft Defender Threat Intelligence Microsoft Defender for IoT - EIoT Device License - add-on Microsoft 365 A5/E5; Microsoft 365 A5/E5/F5 Security; Microsoft 365 F5 Security and Compliance; Microsoft Defender for Endpoint P2; Windows 10/11 Enterprise A5/E5 Microsoft Defender Vulnerability Management Add-On to Microsoft Defender for Endpoint for servers Microsoft Defender for Endpoint for servers Microsoft Defender Vulnerability Management Add-on Microsoft 365 A5/E5; Microsoft 365 A5/E5/F5 Security; Microsoft 365 F5 Security and Compliance; Microsoft Defender for Endpoint P2; Windows 10/11 Enterprise A5/E5. Microsoft Managed Desktop Microsoft 365 E3 and Microsoft Defender for Endpoint Plan 2 per user; Microsoft 365 E5 Microsoft Sales Copilot Microsoft 365 Business Basic/Business Standard/Business Premium /F1/A1/F3/E3/A3/E5/A5; Office 365 F3/E1/A1/E3/A3/E5/A5 Premium Assessment Microsoft 365 Business Basic/Business Standard/Business Premium/F1/F3/E3/A3/E5/A5; Office 365 F3/E1/A1/E3/A3/E5/A5; Exchange Online Priva Microsoft 365 A3/E3/G3/A5/E5/G5; Office 365 A1/E1/G1/A3/E3/G3/A5/E5/G5 Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 91 License License Prerequisites Microsoft Viva Microsoft 365 Business Basic/Business Standard/Business Premium /F1/A1/F3/E3/A3/E5/A5; Office 365 F3/E1/A1/E3/A3/E5/A5 Microsoft Viva Employee Communications and Communities Microsoft 365 Business Basic/Business Standard/Business Premium /F1/A1/F3/E3/A3/E5/A5; Office 365 F3/E1/A1/E3/A3/E5/A5 Microsoft Viva Insights Microsoft 365 Business Basic/Business Standard/Business Premium/F1/F3/E3/A3/E5/A5; Office 365 F3/E1/A1/E3/A3/E5/A5; Exchange Online Microsoft Viva Learning Microsoft 365 Business Basic/Business Standard/Business Premium /F1/A1/F3/E3/A3/E5/A5; Office 365 F3/E1/A1/E3/A3/E5/A5 Microsoft Viva Topics Microsoft 365 Business Basic/Business Standard/Business Premium/F1/F3/E3/A3/E5/A5; Office 365 F3/E1/A1/E3/A3/E5/A5; SharePoint Online Microsoft Viva Workplace Analytics and Employee Feedback Microsoft 365 Business Basic/Business Standard/Business Premium /F1/A1/F3/E3/A3/E5/A5; Office 365 F3/E1/A1/E3/A3/E5/A5 Remote Help Microsoft 365 Business Premium/E3/E5/F1/F3; Enterprise Mobility + Security E3/E5; Microsoft Intune SharePoint Advanced Management Microsoft 365 Business Basic/Business Standard/Business Premium/F1/F3/E3/A3/G3/E5/A5/G5; Office 365 F3/E1/A1/E3/A3/G3/E5/A5/G5; SharePoint Online VDA Add-on for M365 E3/E5 Microsoft 365 E3/E5 Service Specific Terms Customers may deploy eligible products on Amazon WorkSpaces. See Amazon WorkSpaces Deployments for more information. Microsoft 365 - Unattended License Definitions “Robotic Process Automation”, otherwise known as “RPA” or “bots” means an application, or any set of applications used to capture data and manipulate applications to perform repetitive tasks. Bots operate upon any UI element of Windows within an OSE and/or operates upon any Office application in any OSE. “Unattended Bot” – Any bot that does not strictly conform to the definition of “Attended Bot” shall be considered an “Unattended Bot.” “Attended Bot” - An Attended Bot assists a person to execute automation on the person’s local and/or remote workstations. It operates concurrently with the person on the same workstation/s to accomplish repetitive tasks and is triggered by explicit actions of that person. Assignment and Use Rights Customer may assign a Microsoft 365 A3/E3 - Unattended License to an Unattended bot running on either of the following: o Hardware dedicated to Customer’s use (subject to the Outsourcing Software Management Clause). o A virtual machine on Azure (including Azure Virtual Desktop). There is no Qualifying OS requirement for the Microsoft 365 A3/E3 suite. Each Microsoft 365 A3/E3 - Unattended License allows the use of the M365 A3/E3 suite in only a single unique physical or virtual OSE for Robotic Process Automation. Each Microsoft 365 A3/E3 – Unattended License is allowed a single unique instance of Microsoft 365 Apps for enterprise. License reassignment for bots follow the same rules for users and devices as if the bot is a user. (See License Assignment and Reassignment) Use Limitation Unattended Bots may not create or replicate activities or workflows on behalf of an unlicensed user or device. (See Multiplexing) Microsoft reserves the right to restrict or disable Microsoft API calls with reasonable notice, due to unreasonable amount of bandwidth, adversely impacting the stability of Microsoft API’s, or adversely affecting the behavior of other apps. Microsoft 365 Professional Direct Support Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 92 Customer must acquire enough Professional Direct Support licenses to cover each license on its Agreement (or Enrollment) customer wants support for, up to a maximum of 500 licenses. Microsoft Defender External Attack Surface Management Use Rights and Conditions for Use Customer may use Microsoft Defender External Attack Surface Management (EASM) solely for Customer's internal use of defending its and its affiliates' assets. The EASM data and reports include material that is confidential and proprietary to Microsoft and Customer must keep that material confidential and may not disclose it to any third party. Microsoft Defender Threat Intelligence Use Rights and Conditions for Use Microsoft Defender Threat Intelligence (MDTI) is for Customer's and its affiliates' internal use only. For example, Customer may not commercially exploit or make available to any third party MDTI or any of its output or reports based on that output. The MDTI data and reports include material that is confidential and proprietary to Microsoft. The compilation of MDTI data and reports is Microsoft's valuable trade secret. Customer must keep the MDTI data and reports confidential and may not disclose it to any third party. Microsoft Defender for Business Notwithstanding the Outsourcing Software Management clause, Customer may use Defender for Business with user desktops running on Microsoft Azure, its own devices, or devices under the day-to-day management and control of third parties. Microsoft Defender for IoT - Enterprise IoT (EIoT) capabilities Microsoft 365 E5 or Microsoft 365 E5 Security customer is entitled to cover up to five concurrent IoT Devices in the context of business operations (EIoT) for each Microsoft 365 E5 or Microsoft 365 E5 Security License. For any additional EIoT device coverage, the customer must purchase one Microsoft Defender for IoT - EIoT Device License - add-on license per additional EIoT device. Microsoft Defender Vulnerability Management Eligible Licensed Users may use Microsoft Vulnerability Management on up to five concurrent devices. Microsoft Managed Desktop Managed Service Microsoft Managed Desktop includes an Online Service component and Professional Service Component which is subject to the Professional Services terms (refer to Professional Services). Data Handling Microsoft Managed Desktop (MMD) integrates data (including Customer Data) between other Microsoft Products including Windows, Microsoft Entra ID, Microsoft Intune, Microsoft Defender for Endpoint, Office, and Online Services as configured by Customer, if any (collectively for purposes of this provision the "MMD Integrated Services"). Once data is transferred between the MMD Integrated Services, that data is governed by the Product Terms applicable to the service in which it resides. Microsoft Viva Viva Insights Any unused Viva Insights license or Viva Insights Capacity license credits expire monthly on the anniversary date for the subscription. Viva Learning Microsoft Learn, Microsoft 365 Training, and the free LinkedIn Learning content made available through Viva Learning is subject to terms other than the Product Terms. Additional content may be available from other third-party content providers. Accessing this thirdparty content may require Customer to have a separate relationship with the third-party content provider (such as a content subscription). This third-party content and any associated services are subject to the third-party content provider's privacy and service terms and not to the Product Terms. Other content that Customer chooses to make accessible to users in the Viva Learning Teams app is subject to the terms associated with that content. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 93 Microsoft Sales Copilot Dynamics 365 environment and Premium Power Automate connections created by Microsoft Sales Copilot are limited for use with Microsoft Sales Copilot only. Viva Glint Viva Glint includes an Online Services component and a Supplemental Professional Services (as defined in the DPA) component. Viva Glint Supplemental Professional Services are subject to the Professional Services terms and the Supplemental Professional Services terms in the DPA. Delivery of Viva Glint Supplemental Professional Services requires Microsoft to store, process, and access Professional Services Data (as defined in the DPA). Users may access non-Microsoft third-party content through Viva Glint. Third-party content and any associated services are subject to the content provider's privacy and service terms. Definitions Qualified Customers means Customers that had an active subscription for Legacy Glint Services within 120 calendar days prior to purchasing Viva Glint. Eligible Users means users who have an active license for Viva Glint. Legacy Glint Services means Glint Engage, Glint Engage and Lifecycle, and Glint People Success as set forth in Customer's most recently active LinkedIn Order Form(s), as defined at https://www.linkedin.com/legal/l/lsa. Entitlement Term means the period from Qualified Customer's purchase of Viva Glint until the earliest of: 1) migration of Qualified Customer's data from Legacy Glint Services to Viva Glint; 2) the date that Qualified Customer declines migration of its data from Legacy Glint Services to Viva Glint; or 3) termination of Qualified Customer's Viva Glint enrollment or volume licensing agreement. Legacy Glint Entitlement Purchase of Viva Glint entitles Qualified Customers to give Eligible Users access to Legacy Glint Services during the Entitlement Term. Customer's access to and use of Legacy Glint Services are governed by the terms set forth in Customer's most recently active LinkedIn Order Form(s) for Legacy Glint Services. No Microsoft terms, including without limitation the Microsoft Product Terms, DPA, or any agreements between Customer and Microsoft shall apply to Legacy Glint Services. Priva - Subject Rights Request All Subject Rights Requests acquired under the Priva License expire twelve (12) months from date of purchase. Add-ons Customer may acquire Add-ons subject to the following conditions: 1. Customer must have active SA or an active User SL for the corresponding Qualifying Licenses 2. Customer may acquire one Add-on SL for each Qualifying License(s), unless provided otherwise in these terms 3. Customer may acquire add-on SLs between true-up dates in advance of the acquisition of the Qualifying Licenses Add-ons expire upon the earlier of the expiration of the SA coverage for the Qualifying License or the Add-on SL term, unless provided otherwise in this Appendix. Add-ons may only be reassigned to users or devices with Qualifying Licenses. Microsoft 365 Add-on User SL Qualifying License(s) Microsoft 365 E3 Add-on (User SL) Windows 11 Enterprise/Education per device, and Core/Enterprise CAL Suite, and Office Professional Plus Microsoft 365 E5 Add-on (User SL) Windows 11 Enterprise/Education per device, and Core/Enterprise CAL Suite, and Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 94 Add-on User SL Qualifying License(s) Office Professional Plus Skype for Business Plus CAL Add-on for Microsoft 365 E3 (User SL) Office 365 E1/E3 From SA Customer may acquire From SA SLs instead of SA for fully paid, perpetual Licenses subject to the following conditions: 1. Customer has active SA or is renewing coverage for the corresponding Qualifying Licenses 2. Customer acquires no more than one From SA SL for each Qualifying License, unless provided otherwise in these terms 3. Customer acquires From SA SLs at Enrollment anniversary or renewal Enterprise Agreement Subscription (EAS) customers with continuous subscription coverage on Qualifying Licenses for no less than three years may purchase the corresponding From SA SLs. Customers renewing an agreement may renew From SA SLs up to the number of corresponding From SA SLs expiring. As a one-time exception, when transitioning from per device licensing to per user From SA licensing for the first time, customer may purchase a greater number of From SA User SLs, if (1) Customer purchases a From SA User SL for all users of its Qualified Devices, and (2) in the case of Windows Desktop Operating System licenses, Customer adds devices as necessary to comply with the Primary User requirement in the Windows Desktop Operating System. Microsoft 365 To acquire a Microsoft 365 From SA User SL customer must satisfy the eligibility and License assignment requirements for each component of Microsoft 365. Microsoft 365 From SA User SLs provide the same SA Benefits as the From SA components of the Microsoft 365 From SA User SL. The components of Microsoft 365 E3/E5 are Office 365 E3/E5, Enterprise Mobility + Security E3/E5, and Windows Enterprise E3/E5 Per User. Qualifying License(s) From SA User SL SA for the Windows Desktop Operating System, and Core/Enterprise CAL Suite, and Office Professional Plus Microsoft 365 E3/E5 From SA (User SL) Microsoft Azure Availability Product Program Attribute Azure Active Professional Direct Support* Additional Product Azure Active Standard Support* Additional Product Azure App Service Plan Additional Product Azure Information Protection Premium Plan 1 (User SL) Additional Product Azure Information Protection Premium Plan 1 Add-on (User SL) Additional Product Azure Site Recovery (to Customer Owned Site) Additional Product Azure SQL Edge (per Device) Additional Product Microsoft Azure Services Additional Product Microsoft Defender for Identity (User SL) Additional Product,USGCC Microsoft Defender for Identity Client Management License Add-on (User SL) Additional Product,USGCC Microsoft Entra ID P1 (User SL) Additional Product Microsoft Entra ID P2 (User SL) Additional Product Microsoft Translator API Additional Product *Also available through Microsoft Customer Agreement and Reduction Eligible when acquired under that agreement. Product Conditions: Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 95 Provides additional information related to acquiring the Product, such as prerequisites for purchase, prior versions, and the applicable Product Pool. Microsoft Azure Terms of Service Universal License Terms for Online Services (For Azure Virtual Desktop per user access, Windows operating system is governed by the Universal License Terms for all Software and includes specific terms in Windows Desktop Operating System terms). Azure Kubernetes Service Edge Essentials is governed by the Universal License Terms for all Software. Product Pool Server Promotions None Product Conditions - Program Specific Extended Term Eligible All (Until cancelled for Microsoft Azure Services) Qualified User Exemption None Reduction Eligible All Azure User Plans, Microsoft Translator API, Allocated Annual prepayment for Microsoft Azure Services, Azure Active Professional Direct Support, Azure Active Standard Support Reduction Eligible (SCE) All Azure User Plans, Allocated Annual prepayment for Microsoft Azure Services, Azure Active Professional Direct Support, Azure Active Standard Support True-Up Eligible None (except Microsoft Entra ID, Microsoft Defender for Identity, Azure Information Protection Premium) Product Categories This table highlights which Azure products fall under the categories of Microsoft Azure User Plans, Microsoft Azure Support Plans, and Microsoft Azure Services: Product Category Product Microsoft Azure User Plans Microsoft Entra ID Plan 1 & 2 (User SL), Azure Information Protection Premium Plan 1 (User SL), Azure Information Protection Premium Plan 1 Add-on (User SL), Microsoft Defender for Identity (User SL), Microsoft Defender for Identity Client Management License Add-on (User SL) Microsoft Azure Support Plans Azure Active Professional Direct Support, Azure Active Standard Support, Microsoft Azure StorSimple Premium & Standard Support, Microsoft Azure StorSimple Standard Support to Premium Support Microsoft Azure Services Azure SQL Edge (per Device), Microsoft Translator API, Microsoft Azure Services Microsoft Azure Services Plans If subscribed to by Customer as a Microsoft Azure Services Plan, individual Microsoft Azure Services may have different program availability or be subject to different terms. Other than Azure Stack Hub, Services purchased as a Microsoft Azure Services Plan are not eligible for the Azure Customer Solution clause in the General Service Terms for Azure. Subscription Term Except as described below for Azure reservations, Customer may only subscribe to Microsoft Azure Services (including Microsoft Azure Services Plans) for a subscription term that ends on the end date of Customer's Enrollment ("coterminous"). Customer must have at least two months remaining in its Enrollment term in order to subscribe to Microsoft Azure Services. Purchasing Microsoft Azure Services Microsoft Azure Services may be purchased in one or a combination of the following ways: Azure prepayment: Customer will have access to its entire Azure prepayment throughout the term of its Enrollment if Customer agrees to be invoiced for the full amount upfront (the "Fully Prepaid Option"). Alternatively, if Customer elects to be invoiced for its Azure prepayment on an annual basis, Customer will have access to an Allocated Annual prepayment each year of the Enrollment (the Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 96 "Annually Prepaid Option"). Under the Fully Prepaid Option, any unused Azure prepayment will be forfeited at the end of the Enrollment, and under the Annually Prepaid Option, any unused Allocated Annual prepayment will be forfeited on the following Enrollment anniversary date. Customer may contact Microsoft or Customer's reseller about increasing its Azure prepayment or reducing its Allocated Annual prepayment for any future Enrollment anniversary. Customer's reseller (if any) must process reductions with Microsoft prior to the next anniversary. Consumption: Customer pays based on the amount of Microsoft Azure Services consumed during a billing period. Certain features of the Microsoft Azure Services may only be available for purchase on a consumption basis. Microsoft Azure Services Plan: Customer may be able to subscribe to a Microsoft Azure Service as a Microsoft Azure Services Plan. Automatic Provisioning: As part of the Server and Cloud Enrollment, Customers who have not ordered Microsoft Azure Services as part of their Enrollment may receive an activation email from Microsoft inviting them to provision Microsoft Azure Services under their Enrollment without an Azure prepayment. Azure reservations: Azure reservations are purchased for specified terms of up to three years with either a single upfront payment or equal monthly payments (when available). Azure reservations expire at the end of the specified term. Customer will not be refunded payment (paid or scheduled) for unused Azure reservations. Using Azure commitment tiers, Customers pay upfront monthly for connected containers and Azure usage. Overage will be invoiced when usage exceeds the commitment tier limit. For disconnected containers, Azure commitment tier payments are made upfront yearly, except for disconnected container proof of concept (POC) SKUs, which have a one month prorated price. Customers can renew the POC license automatically up to two times, allowing for three months of total usage of a POC SKU. Azure compute savings plan: Azure compute savings plan is purchased for specified terms of up to three years with either a single upfront payment or equal monthly payments (when available). Azure compute savings plan expires at the end of the specified term. Customer will not be refunded payment (paid or scheduled) for unused Azure compute savings plan. Azure compute savings plans are noncancellable. Customer will owe the amount charged for the plan for the duration of the selected term, even if the Agreement is terminated. Notwithstanding the terms in Customer's volume licensing agreement, fixed pricing does not apply to Azure compute savings plan. Pricing Microsoft may offer lower prices to Customer (or Customer's reseller) for individual Microsoft Azure Services during Customer's Enrollment term on a permanent or temporary (promotional) basis. Azure reservations: Notwithstanding the terms in Customer's volume licensing agreement, fixed pricing does not apply to Azure reservations. Azure reservation pricing will be based on the available pricing at the time of each purchase. Azure Spot: Notwithstanding the terms in Customer's volume licensing agreement, fixed pricing does not apply to Azure Spot virtual machines. Azure Spot pricing is demand-based. The available pricing at the time of each purchase is subject to change at any time. Customer can refer to the Azure portal for pricing adjustments. Customer's access to a given Azure Spot virtual machine is temporary and may be interrupted at any time. Customer may elect to be notified immediately prior to workload interruption. Azure Communication Services: Notwithstanding the terms in the Customer's volume licensing agreement, fixed pricing does not apply to Azure Communication Services ("ACS"). ACS pricing is market-based. The available pricing at the time of each purchase is subject to change at any time. Customer can refer to the Azure portal for pricing adjustments. Payment and Fees This table highlights which Azure Product categories are eligible for the Payment and Fees options below. Please reference the Product Category table above for eligible products. Payment and Fees options Eligible Products* 1. Using Azure prepayment Microsoft Azure Services 2. Invoicing Azure prepayment Microsoft Azure Services 3. Invoicing Azure prepayment overage Microsoft Azure Services 4. Consumption Invoicing Microsoft Azure Services 5. Azure Services Plan Invoice Microsoft Azure Support Plans, Microsoft Azure User Plans 6. Azure reservations Microsoft Azure Services 7. Azure compute savings plan Microsoft Azure Services Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 97 *Some Products may not be eligible for certain Payment and Fees scenarios. Please refer to the Azure Portal or Pricing Calculator (https://azure.microsoft.com/pricing/calculator/) for more information on availability. Using Azure prepayment: Each month, Microsoft will deduct from Customer's Azure prepayment (or Allocated Annual prepayment, if applicable) the monetary value of Customer's usage of eligible Microsoft Azure Services. Once Customer's Azure prepayment (or Allocated Annual prepayment, if applicable) balance has been exhausted, any additional usage will be invoiced at Consumption Rates (as described below). Invoicing Azure prepayment: If Customer elects the Fully Prepaid Option, Azure prepayment will be invoiced immediately. If Customers elects the Annually Prepaid Option, the first Allocated Annual prepayment will be invoiced immediately, and future Allocated Annual prepayments will be invoiced on the anniversary of the Enrollment effective date. Invoicing Azure prepayment overage: If Customer's usage is higher than either its Azure prepayment under the Fully Prepaid Option or its Allocated Annual prepayment under the Annually Prepaid Option, such excess will be invoiced at Consumption Rates to Customer (or its reseller) at the end of each Enrollment month. Consumption invoicing: If Customer provisions Microsoft Azure Services without a Azure prepayment, it (or its reseller) will be invoiced monthly at Consumption Rates. All usage of the Microsoft Azure Services after the expiration or termination of Customer's subscription term will be invoiced to Customer (or its reseller) at then-current Consumption Rates on a monthly basis. Azure Services Plan invoice: The purchase of a Microsoft Azure Services Plan will be invoiced to Customer (or its reseller) either on an upfront or annual basis, according to the terms of Customer's volume licensing agreement governing payment terms for the order of Online Services generally. Azure prepayment cannot be applied to the purchase of a Microsoft Azure Services Plan; provided, however, that if a Microsoft Azure Services Plan includes the purchase of an initial quantity of a service ("Initial Quantity"), Customer usage that exceeds the Initial Quantity will be billed at Consumption Rates, and Customer's Azure prepayment can be applied to such usage. Azure reservations: The purchase of Azure reservations will be deducted automatically from any available Azure prepayment. If Customer has used all of its Azure prepayment or if the cost of Azure reservations exceeds the available Azure prepayment balance at the time of purchase, the excess will be invoiced as otherwise provided in this "Payment and Fees" section. Azure reservations Customer purchases via Azure.com will be charged against its credit card on file for the full upfront payment, or the charge will appear on its next invoice. Azure reserved instances for a virtual machine or Azure SQL Database services cover compute only (the base rate) and do not include the cost of the software (e.g., Windows Server or SQL Server), storage or backup. Conversely, Azure reserved instances for software do not include the cost of compute. Azure compute savings plan: The purchase of Azure compute savings plan will be deducted automatically from any available Azure prepayment. If Customer has used all of its Azure prepayment or if the cost of Azure compute savings plan exceeds the available Azure prepayment balance at the time of purchase, the excess will be invoiced as otherwise provided in this "Payment and Fees" section. Azure compute savings plan Customer purchases via Azure.com will be charged against its credit card on file for the full upfront payment, or the charge will appear on its next invoice. Azure compute savings plan covers compute only (the base rate) and does not include the cost of the software (e.g., Windows Server or SQL Server), storage or back-up. Five Year Reservations for Azure VMs As an exception to the general terms for Azure reservations, we offer five year Azure reservation terms for select VM families. The early termination fee for a five-year Azure reservation is 35%. Microsoft reserves the right during a five-year Azure reservation to move Customer to a newer version of the HB series for reasons including, but not limited to, unavailability of parts for maintenance or lack of support from the hardware vendor. In such cases, the new version and hardware configuration will provide at least the same level of performance. Azure Reservation Options The following options apply to Azure reservations Customer has purchased. 1. Exchange: is an option that allows Customer to apply the monetary value of a remaining Azure reservation term to the purchase of one or more new Azure reservations of equal or greater monetary value for the same service. 2. Cancel: is an option that allows Customer to receive a prorated refund based on a remaining Azure reservation term minus an early termination fee (currently 12 percent) and subject to a cancellation limit set by Microsoft (currently $50,000 per year). Windows Server Datacenter: Azure Edition Use Restriction Customer may use Windows Server Datacenter: Azure Edition only as an operating system for virtualization on Microsoft Azure and Azure Stack. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 98 Azure Hybrid Benefit Microsoft Azure Hybrid Benefit for Windows Server Customer may use the Microsoft Azure Hybrid Benefit in its own Microsoft Azure account. Customer may use Standard or Datacenter software. The following Windows Server licenses with an active subscription or Software Assurance are eligible for the Microsoft Azure Hybrid Benefit: Windows Server Standard/Datacenter core licenses Windows Server Standard/Datacenter processor licenses o Each processor license is equivalent to 16 core licenses. License Allocation for VM Licensing Customer must allocate enough eligible core licenses to cover all Virtual Cores on the VM(s) that are running. The minimum number of core licenses required per VM is 8. License Allocation for Dedicated Host Licensing (Datacenter only) Customer must allocate enough Windows Server Datacenter core licenses to cover all Physical Cores available to Customer on a Dedicated Host or an Azure Stack HCI Cluster. Azure Hybrid Benefit for Azure Stack HCI is available for EA or CSP customers only. Customer may run unlimited Virtual Machines on that host/cluster. Azure Migration Allowance Aside from the migration allowances below, once licenses are allocated to Azure, Customer may not use them anywhere else. After at least 90 days have passed, Customer may elect to stop using them for the Azure Hybrid Benefit. VM Licensing o Windows Server Standard: When migrating workloads to Azure, Customer may also continue to use its licensed software on devices for a period of 180 days from when the licenses are allocated to Azure. o Windows Server Datacenter: When migrating workloads to Azure, Customer may also continue to use its licensed software on devices indefinitely. Dedicated Host Licensing o When migrating workloads to Azure, Customer may also continue to use its licensed software on devices for a period of 180 days from when the licenses are allocated to Azure. Microsoft Azure Hybrid Benefit for SQL Server Customer may use the Microsoft Azure Hybrid Benefit in its own Microsoft Azure account. The Qualified Licenses in the table below may be used for the Microsoft Azure Data Service in the specified ratios. Qualified License Microsoft Azure Data Service1 Ratio of Qualified Licenses to Azure vCores SQL Server Enterprise (Core) Azure Arc-enabled SQL Managed Instance - General Purpose 1 Core License:4 vCores Azure Arc-enabled SQL Managed Instance - Business Critical 1 Core License:1 vCore Azure SQL Database (Elastic Pool and Single Database)/Azure SQL Managed Instance - General Purpose 1 Core License:4 vCores Azure SQL Database (Elastic Pool and Single Database)/Azure SQL Managed Instance - Business Critical 1 Core License:1 vCore Azure SQL Database (Single Database)/Azure SQL Managed Instance - Hyperscale 1 Core License:4 vCores Azure Data Factory SQL Server Integration Services (Enterprise) 1 Core License:1 vCore Azure Data Factory SQL Server Integration Services (Standard) 1 Core License:4 vCores SQL Server Enterprise Virtual Machines 1 Core License2 :1 vCPU SQL Server Standard Virtual Machines 1 Core License:4 vCPUs Azure Arc-enabled SQL Managed Instance - General Purpose 1 Core License:1 vCore Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 99 Qualified License Microsoft Azure Data Service1 Ratio of Qualified Licenses to Azure vCores SQL Server Standard (Core) Azure Arc-enabled SQL Managed Instance - Business Critical 4 Core Licenses:1 vCore Azure SQL Database (Elastic Pool and Single Database)/Azure SQL Managed Instance - General Purpose 1 Core License:1 vCore Azure SQL Database (Elastic Pool and Single Database)/Azure SQL Managed Instance - Business Critical 4 Core Licenses:1 vCore Azure SQL Database (Single Database)/Azure SQL Managed Instance - Hyperscale 1 Core License:1 vCore Azure Data Factory SQL Server Integration Services (Standard) 1 Core License: 1 vCore Azure Data Factory SQL Server Integration Services (Enterprise) 4 Core Licenses:1 vCore SQL Server Standard Virtual Machines 1 Core License2 :1 vCPU SQL Server Enterprise Virtual Machines 4 Core Licenses2 :1 vCPU 1Azure Hybrid Benefit is not available in the serverless compute tier of Azure SQL Database. 2Subject to a minimum of four Core Licenses per Virtual Machine. Azure Migration Allowance Aside from the migration allowance below, once licenses are allocated to Azure, Customer may not use them anywhere else. After at least 90 days have passed, Customer may elect to stop using them for the Azure Hybrid Benefit. When migrating workloads to Azure, Customer may also continue to use its licensed software on devices for a period of 180 days from when the licenses are allocated to Azure. Fail-over Rights for SQL Server Standard/Enterprise Virtual Machines When allocating SQL Server Licenses for use under the Azure Hybrid Benefit for SQL Server, Customer is entitled to the respective failover rights for the Azure service in use (see Service Specific Terms below). SQL Server Enterprise Core Unlimited Virtualization Rights Customer may alternatively allocate enough SQL Server Enterprise core licenses to cover all Physical Cores available to Customer on an Azure Dedicated Host and run unlimited Virtual Machines on that host. Limited Hosting Rights for Azure Arc-enabled SQL Managed Instance When using the Azure Hybrid Benefit, paragraph 3 of the Service Specific terms for Azure Arc-enabled SQL Managed Instance does not apply. Customer is entitled only to run its Azure Arc-enabled SQL Managed Instance containers on Microsoft Azure, its own Servers, or Servers under the day-to-day management and control of Authorized Outsourcers, regardless of whether those Servers are dedicated to Customer or not. Azure Virtual Desktop Azure Virtual Desktop Conditions The Azure Virtual Desktop control plane may only be used to manage Azure Virtual Desktop VMs running on Azure. Windows Enterprise multi-session is limited for use on Azure Virtual Desktop VMs running on Azure only. Azure Virtual Desktop for Windows Users licensed with Microsoft 365 E3/E5/G3/G5/F3/Business Premium/A3/A5/Student Use Benefit, Windows Enterprise E3/E5, Windows Education A3/A5, or Windows VDA E3/E5 may access Azure Virtual Desktop Windows virtual machines running in Customer's Microsoft Azure accounts. Azure Virtual Desktop virtual machines do not count against a user's device activation count limit. Azure Virtual Desktop for Windows Server Users licensed with RDS User CALs with SA or RDS User Subscription Licenses or using devices licensed with RDS Device CALs with SA may access Azure Virtual Desktop Windows Server virtual machines running in Customer's Microsoft Azure accounts. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 100 Azure Virtual Desktop for Development and Test Users licensed with Visual Studio subscriptions and MSDN Platforms with active SA (“Authorized Users”) may access Azure Virtual Desktop Windows, and Windows Server virtual machines running in Customer's Microsoft Azure accounts for development and test purposes. Customer’s end users may also access Azure Virtual Desktop Windows, and Windows Server virtual machines initiated by Authorized Users to perform acceptance tests or provide feedback. Azure Dev/Test Pricing Customer may be eligible for Azure dev/test pricing for Azure Services accessed by (i) its Qualified Licensed Users solely for development and test purposes, and (ii) its users performing acceptance tests and providing feedback related to those development and test activities. “Qualified Licensed Users” means users allocated Visual Studio subscriptions or MSDN Platform subscriptions with active Software Assurance. See Azure.com (https://azure.microsoft.com/pricing/dev-test/) for eligibility criteria and applicable services. General Service Terms Restriction on U.S. Police Department Use of Azure Facial Recognition Services Customer may not use Azure Facial Recognition Services if Customer is, or is allowing use of such services by or for, a police department in the United States. Violation of any of the restrictions in this section may result in immediate suspension of Customer’s use of the service. Notices The Bing, Bing Maps, Communication Services, Professional Services, Azure Media Services H.265/HEV Encoding, Adobe Flash Player, H.264/AVC Visual Standard, and VC-1 Video Standard in Notices apply. Any deployment services provided to Customer are subject to the Professional Services terms (refer to Professional Services). Service Level Agreement Refer to http://azure.microsoft.com/support/legal/sla/. Limitations Customer may not resell or redistribute the Microsoft Azure Services, or allow multiple users to directly or indirectly access any Microsoft Azure Service feature that is made available on a per user basis (e.g., Active Directory Premium). Specific reassignment terms applicable to a Microsoft Azure Service feature may be provided in supplemental documentation for that feature. Retirement of Services or Features Microsoft will provide Customer with 12 months’ notice before removing any material feature or functionality or discontinuing a service, unless security, legal or system performance considerations require an expedited removal. This does not apply to Previews. Data Retention after Expiration or Termination The expiration or termination of Customer’s Online Service subscription will not change Customer’s obligation to pay for hosting of Customer Data during any Extended Term. Azure Customer Solution Use Rights and Conditions for Use Customer may create and maintain a Customer Solution. Despite anything to the contrary in Customer's licensing agreement, Customer may permit third parties to access and use the Microsoft Azure Services solely in connection with the use of that Customer Solution. Customer is responsible for: (1) ensuring that third parties who access, use or distribute the Customer Solution comply with these terms, the terms and conditions of Customer's licensing agreement, and all applicable laws; and (2) obtaining any necessary licenses related to Standards in a Customer Solution. Notwithstanding anything to the contrary in Customer's volume licensing agreement, Microsoft has no defense obligation or liability for any infringement claim for patents alleged to be infringed by the implementation of any Standards in a Customer Solution. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 101 Use of Software within Microsoft Azure For Microsoft software available within a Microsoft Azure Service, Microsoft grants Customer a limited license to use the software only within the Microsoft Azure Service. Data Center Availability Usage of data centers in certain regions may be restricted to Customers located in or near that region. For information on service availability by region, please refer to http://azure.microsoft.com/en-us/regions. Sharing The Microsoft Azure Services may provide the ability to share a Customer Solution and/or Customer Data with other Azure users and communities, or other third parties. If Customer chooses to engage in such sharing, Customer agrees that it is giving a license to all authorized users, including the rights to use, modify, and repost its Customer Solution and/or the Customer Data, and Customer is allowing Microsoft to make them available to such users in a manner and location of its choosing. Marketplace Microsoft Azure enables Customer to access or purchase products and services which are optimized for use with Azure through features such as the Microsoft Azure Marketplace and the Virtual Machine Gallery, subject to separate terms available at http://azure.microsoft.com/en-us/support/legal/store-terms. Bing Search Services By using the Bing Search Services, Customer agrees to be bound by the terms available at https://www.microsoft.com/enus/bing/apis/legal and https://learn.microsoft.com/en-us/bing/search-apis/bing-web-search/use-display-requirements which may be updated from time to time. Customer must use results it obtains from the Bing Search Services only in Internet Search Experiences (as defined in the use and display requirements) and must not cache or copy results. Service Specific Terms Subscription License Suites In addition to User SLs, refer to Subscription License Suites for other SLs that fulfill requirements for Microsoft Entra ID, Microsoft Defender for Identity, Azure Information Protection, and Microsoft Intune. Azure AI Content Safety Acceptable Use Azure AI Content Safety can apply tags to text, image, and certain multi-modal content enabling customers to filter and remove harmful content. Transmitting harmful content to Azure AI Content Safety through the intended use of the service will not by itself be considered a violation of the Acceptable Use Policy, which otherwise applies. Customer agrees to use the system only to filter out and not to collect harmful content. Sample Content If Customer chooses to provide Microsoft with examples of Customer content ("Sample Content") to help Microsoft tailor the service to Customer's requirements as described in the service documentation, Customer agrees (a) that Microsoft will review and use it in accordance with that documentation, and (b) that Customer will abide by any requirements in that documentation, including the requirement not to include personal, confidential, or commercially sensitive information in Sample Content. API Terms for Security Applications and Compliance Applications "Compliance Application" means a software program or service built exclusively to ensure that an organization is complying with their security-related requirements. "Security Application" means a software program or service built exclusively to protect and defend the information and technology assets of an enterprise. "End User" refers to the end-user of the Security Application or Compliance Application. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 102 "Customer" refers to the registered owner of the Azure subscription where the Security Application or Compliance Application is registered with Microsoft Entra ID. The following terms and conditions apply to a Security Application's or Compliance Application's use of the Microsoft Teams APIs in Microsoft Graph: The End User must have one of the following Microsoft 365 E5 eligible licenses: Microsoft 365 E5/A5/G5, Microsoft 365 E5 Compliance, Microsoft 365 E5 Information Protection and Governance, or Microsoft 365 E5 Information Protection & Data Loss Prevention. Microsoft will bill Customer for all commercial consumption of API messages that exceed the included monthly seeded allowance per End User tenant. Refer to https://docs.microsoft.com/en-us/graph/teams-licenses to understand and review the seeded allowances and pricing details for the Microsoft Teams APIs. Security Applications and Compliance Applications must query the Microsoft Teams APIs with?model=A?query parameter. The following terms and conditions apply to a non-Security Application or non-Compliance Application use of the Microsoft Teams APIs in Microsoft Graph: Microsoft will bill Customer for all commercial consumption of API messages, including, but not limited to, use with the following applications: o Backup and Restore: Applications that allows users to create or restore backups of messages or files and create and restore system images to repair data in the event of data corruption, or data loss. o Sentiment analysis: Applications that use natural language processing, text analysis, computational linguistics, biometrics, and other techniques to systematically identify, extract, quantify, and study affective states and subjective information. o Analytics and Insights: Applications offering continuous iterative exploration and investigation of information to gain. Applications that do not qualify as a Security Application or Compliance Application must query the Microsoft Teams APIs with model=B?query parameter. The following terms and conditions apply to Microsoft Purview eDiscovery APIs in Microsoft Graph: The End User must have one of the following Microsoft 365 E5 eligible licenses: Microsoft 365 E5/A5/G5, Microsoft 365 E5 Compliance, or Microsoft 365 E5 eDiscovery & Audit. Microsoft will bill Customer for all commercial consumption of the data generated in the review set that exceeds the included monthly seeded allowance per End User tenant. These terms and conditions supersede any terms and conditions contained elsewhere, including the Microsoft APIs Terms of Use [https://docs.microsoft.com/en-us/legal/microsoft-apis/terms-of-use]. Microsoft Entra ID Basic Customer may, using Single Sign-On, pre-integrate unlimited Applications/Custom Applications per User SL. This covers Microsoft as well as third party applications. Microsoft Entra ID Customer may, using Single Sign-On, pre-integrate SaaS Applications/Custom Applications. Customer may not copy or distribute any data set (or any portion of a data set) included in the Microsoft Identity Manager software that is included with a Microsoft Entra ID (P1 and P2) User SL. External User Allowance For each User SL (or equivalent Subscription License Suite) Customer assigns to a user, Customer may also permit up to five additional External Users to access the corresponding Microsoft Entra ID service level. This option is not available to new customers nor customers using (or who have used) the service under a Monthly Active User count. Only External Users can use the Microsoft Entra ID External Identities pricing based on Monthly Active User count. Azure Arc-enabled SQL Managed Instance Use Rights 1. Azure Arc-enabled SQL Managed Instance licenses are not assigned to any given Server and are therefore not subject to the License Assignment and Reassignment clause. 2. Licenses are billed according to the terms of the license meter. Customer must connect to Azure at least once every 30 days via direct connected mode or indirect export mode to report usage data. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 103 3. Notwithstanding the Outsourcing Software Management clause, Customer may run Azure Arc-enabled SQL Managed Instance containers on Microsoft Azure, its own devices, or devices under the day-to-day management and control of third parties. The terms of the DPA do not apply to processing of data in Azure Arc enabled SQL Managed Instance running in an environment outside of Microsoft's control, except to the extent any Personal Data is collected to enable Azure management services and to meter usage for billing purposes. Extended Security Updates enabled by Azure Arc General Requirements Customer is authorized to apply Extended Security Updates enabled by Azure Arc only to Operating System Environments (OSEs) that: Are covered by an active Software Assurance (SA) plan, or Have active subscription licenses, or Have been acquired as 'License-Included' services through a Service Provider License Agreement (SPLA) partner. In this context, "License-Included" refers to the scenario where Customer licenses Windows Server or SQL Server directly from a SPLA partner, rather than using their own licenses. Disaster Recovery and Dev/Test Environments Customer may apply Extended Security Updates enabled by Azure Arc to the following OSEs for no additional cost: Customer's entitled Disaster Recovery OSEs associated with its underlying software licenses. Development, test, and related OSEs licensed with Microsoft Developer edition licenses or Visual Studio subscriptions. SQL Server Requirements For SQL Server 2012 Year 2 and subsequent versions, Customer is permitted to apply Extended Security Updates enabled by Azure Arc only if the Licensed Server is also covered with a SQL Server 2012 Year 1 Extended Security Updates license. Use of Updated Software Customer may continue to use updated software after coverage expires. However, no future updates will be available if ESU subscription is terminated or cancelled. Azure Communication Gateway Azure Communications Gateway is only available for use by Telecommunication Service Providers. Notwithstanding anything to the contrary in Customer's volume licensing agreement, Microsoft has no defense obligation or liability for any infringement claim for patents alleged to be infringed by the implementation of any Standards in Azure Communications Gateway. Customer is responsible for obtaining any required licenses directly from the holders of such rights. Azure Communication Services Customer Responsibility Azure Communication Services ("ACS") is a developer product and an input to customers' applications. Customers are solely liable for their applications or offerings that incorporate Azure Communication Services capabilities and services. Notices The H.264/AVC Visual Standard notice in Notices section applies. Recording and Transcription It is your responsibility to ensure that the users of your application are notified when recording or transcription are enabled in a call or meeting. Microsoft will indicate to you via the Azure Communication Services API that recording or transcription has commenced and you must communicate this fact, in real time, to your users within your application's user interface. Microsoft Teams Interoperability Interoperability between Azure Communication Services and Microsoft Teams enables your applications and users to participate in Teams calls, meetings, and chat. In addition to existing charges in Teams for PSTN connectivity, you will be charged consumption fees in Azure Communication Services. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 104 When Teams users join Teams meetings on the Teams clients then the call is covered by your Teams licenses. When a user makes a call using Azure Communication Services or when a Teams user makes a call with ACS calling SDK it will be charged based on Azure Communication Services fees. License Terms Precedence Some Azure Communication Services, including private previews and Previews, may be provided under a separate license, such as an open-source license. In the event of a conflict between these terms and any separate license, the separate license will prevail with respect to the Azure Communication Service that is the subject of such separate license. Each party reserves all rights (and no one receives any rights) not expressly granted by the foregoing licenses. End User Information Except in instances required by law or regulation, Microsoft does not retain information that identifies individual end users. Customer acknowledges that, should it delete or de-link end user identifying information in its possession, Microsoft shall have no responsibility to reconstitute the information. Defense of Claims You agree to defend, hold harmless, and indemnify Microsoft and its directors, officers, employees, affiliates, and agents from and against any and all demands, assertions, and legal proceedings brought by any third party (and all resulting judgments, settlements and expenses (including reasonable attorneys' fees and costs)) arising from a material breach of these terms by you or your subcontractors, agents, employees, or customers. This includes, without limitation, breach of the obligation to comply with applicable telemarketing laws and the U.S. Telephone Consumer Protection Act of 1991. Messaging Application ACS SMS and MMS services involve an integration between Microsoft and the underlying carrier, aggregator, or operator ("Operator"). Microsoft must share application details and/or campaign information with the Operator to ensure that the program meets regulatory guidelines and standards set by operators. The Operator is the final reviewer and approver of your service application. If the details you provide on your application change, it is your responsibility to resubmit your application with up-to-date information. By submitting an application, you agree that Microsoft may share the application details as necessary for provisioning the ACS messaging service. Messaging Policy Customer and its end users shall comply with the Azure Communication Services Messaging Policy. The Messaging Policy applies to SMS, MMS, and email communications. Microsoft reserves the right to suspend or remove access to Azure Communication Services for Customer or its end users that do not comply with the Messaging Policy. The Messaging Policy is available at https://docs.microsoft.com/azure/communication-services/concepts/telephony-sms/messaging-policy. Azure DevOps Use for Development and Testing Customer may only access and use Azure DevOps to develop and test Customer's application(s). Only one Licensed User may access a virtual machine provided by Azure DevOps at any time. Authorized Developer Customer appoints Microsoft as its authorized developer with respect to Apple software included in Azure DevOps. Microsoft is responsible for complying with the terms for any such software included in Azure DevOps and will keep confidential any confidential information of Apple accessed as part of Azure DevOps. Third Party Repository Service Access If Customer grants Microsoft access to its third-party repository service account(s), Customer authorizes Microsoft to scan the account(s), including the contents of Customer's public and private repositories. Enablement of GitHub Advanced Security for Azure DevOps In addition to a Licensed User permitting access to Azure DevOps, a customer must activate GitHub Advanced Security for Azure DevOps for each repository where the service is required, allowing Unique Committers to utilize the service. Azure DevTest Labs Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 105 Secrets in DevTest Labs Azure DevTest Labs automatically creates a key vault when a user saves a secret for the first time. Customer may not use this key vault to store anything other than DevTest Lab related passwords, SSH keys, or personal access tokens. Microsoft Dev Box Permitted Usage Customer must use Microsoft Dev Box ("Dev Box") to design, develop, or test applications. Other use is permitted if Customer is also using Dev Box for one of the aforementioned purposes. Dev Box is not eligible for the Azure Customer Solution clause in the General Service Terms for Azure. License Prerequisites The Licensed User must be licensed with each of the following: Windows 10/11 Enterprise/Education, Intune, and Microsoft Entra ID P1/P2. In addition to being available independently, all these licenses are also included in Microsoft 365 F3/E3/G3/E5/G5/A3/A5/Business Premium/Student Use Benefit. Network Egress Microsoft reserves the right to restrict network egress due to high bandwidth usage. Use as a Server You may not use the service to perform server functions to devices outside of the service or to third parties. Distributed Computing You may not use the service for sustained distributed computing or digital asset transaction validation workloads. Data Handling Windows 365 integrates data (including Customer Data) between other Microsoft Products including Microsoft Entra ID, Microsoft Intune, Azure Virtual Desktop, and other Online Services as configured by Customer, if any (collectively for purposes of this provision the "Windows 365 Integrated Services"). Once data is transferred between the Windows 365 Integrated Services, that data is governed by the Product Terms applicable to the Product in which it resides. Microsoft Fabric Power BI Customer's use of Power BI within Microsoft Fabric is subject to Power BI service specific terms and notices terms provided under the Power BI Platform section of these Online Services product terms. Azure Health Bot Service Customer Obligations Customer is solely responsible for: (1) the accuracy and adequacy of information and Data furnished through use of the Azure Health Bot Service; (2) implementing a secure application-to-application authentication method between the Customer Health Bot Application and the Azure Health Bot Service; (3) obtaining appropriate consent from end users in connection with their use of the Customer Health Bot Application; and (4) displaying appropriate warnings, disclaimers, and acknowledgements to end users in connection with their use of the Customer Health Bot Application, including, as applicable, those set forth in the following form. Azure Kubernetes Service Edge Essentials Use Rights and Conditions for Use Customer may use Azure Kubernetes Service Edge Essentials (AKS EE) only on Windows and Windows Server to host, manage, and service validly licensed containers running validly licensed applications. One (1) SL for AKS EE permits Customer to use AKS EE on one (1) physical device or virtual machine. Notices The NVIDIA Components in Notices apply. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 106 Pre-Release Features Microsoft may provide pre-release features in AKS EE which are for preview purposes only and may not be used in a production environment. Such pre-release features may not work correctly or the way a final commercial version of the features will. Microsoft may change the commercial versions of such features or may not release commercial versions. Feedback If Customer gives feedback about the pre-release features or AKS EE to Microsoft, Customer gives to Microsoft, without charge, the right to use, share and commercialize Customer feedback in any way and for any purpose. Customer will not give feedback that is subject to a license that requires Microsoft to license its software or documentation to third parties because Microsoft includes Customer feedback in them. These rights survive Customer's volume licensing agreement. Azure Kubernetes Service on Azure Stack HCI and Azure Kubernetes Service Runtime on Windows Server Use Rights and Conditions for Use Customer may use Azure Kubernetes Service on Azure Stack HCI (AKS on HCI) and Azure Kubernetes Service Runtime on Windows Server (AKS on WS) (collectively, AKS) only (i) on Azure Stack HCI (with respect to AKS on HCI) or Windows Server (with respect to AKS on WS) running on servers dedicated to Customer's use and (ii) to host, manage, and service validly licensed containers running validly licensed applications. Customer may use AKS as long as it is registered with Customer's valid Azure subscription in order to enable additional AKS functionality and to meter and invoice Customer. Included Microsoft Applications AKS 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. Third Party Software AKS may include third party components with separate legal notices or governed by other agreements, as may be described in the ThirdPartyNotices file(s) accompanying AKS or within AKS itself. License Restrictions Customer may not work around any mandatory registration or sign-up process for AKS. Customer Support Any support for AKS is provided "as is", "with all faults", and without warranty of any kind. Updates AKS may automatically download and install updates for you. You agree to receive these automatic updates without any additional notice. Updates may not include all existing software features, services, or peripheral devices. Azure Lab Services While Microsoft provides Azure Lab Services to Customer, as between Customer and Microsoft, Customer is the sole provider of related services to Customer's end users and shall have sole and exclusive responsibility to end users, including any support obligations. Customer's end users are not a party to any agreement with Microsoft regarding the services. Notification; Liability; Bar on Actions Against Microsoft Customer will notify Microsoft promptly of any incidents that could have an impact on Microsoft such as a data breach, password issues, end user complaint(s), loss of user data, or intellectual property or privacy claims. Customer acknowledges and agrees that Microsoft has no obligation or liability to Customer or any end user for the end user's usage of the service. By using the service, an end user may not bring any action against Microsoft in relation to the services. If any end user does bring an action against Microsoft, the Indemnification provision in this section applies. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 107 Indemnification Customer agrees to hold harmless and indemnify Microsoft from and against any claim by an end user, third party, and/or regulatory authority in connection with the service provided to end users. Customer shall pay any resulting judgment, or settlement, and all costs, including reasonable attorney's fees, and expenses related thereto. End User Terms In order to provide the services to end users, Customer and Customer's end users must validly agree to a binding, written agreement that contain the substance of the following requirements: Statement of Relationship: Customer is the sole provider of the services. Customer is responsible for providing any support to end users. The services will be provided by Customer to Customer's end users under your terms of use and privacy policy. Compliance; Acceptable Use: Customer is solely responsible for ensuring compliance with all applicable laws, including, but not limited GDPR, with respect to Customer's provision and end users' use of the service. In addition, for clarity and without limiting the Acceptable Use Policy, Customer and Customer's end users may not use Azure Lab Services to facilitate or engage in cryptocurrency mining. Violation of this prohibition may result in suspension of the service, as set forth in the Acceptable Use Policy. Disclaimer of Warranties: Customer will disclaim any and all warranties in connection with the services, and Customer will disclaim the same with respect to Microsoft. Limitation of Liability and Exclusion of Damages: Customer will disclaim liability and exclude damages in a way that is consistent with the provisions of any applicable agreement(s) between Customer and Microsoft. Updates Customer is responsible for updating the virtual machines (VMs) in Customer's portfolio. Notwithstanding the foregoing, Microsoft may, but is not obligated to, take any action it deems reasonable in its business judgment with respect to the VMs in your portfolio, including applying any updates or other changes generally applicable to the services. Azure Machine Learning service NVIDIA Components Azure Machine Learning service may include NVIDIA Corporation's CUDA Toolkit, Tesla drivers, cuDNN, DIGITS, NCCL, and TensorRT (the "NVIDIA Components"), Customer agrees that its use of NVIDIA Components is governed by the NVIDIA Cloud End User License Agreement for Compute at https://go.microsoft.com/fwlink/?linkid=874330. Azure Maps Navigation restrictions Customer may not use Azure Maps to enable turn-by-turn navigation functionality in any application. Database restrictions Customer may not use Azure Maps or any part thereof to create a competing database or service, or a derived database populated wholly or partially with Customer's data and/or data supplied or created by any third party. Customer will not use the data delivered by the Azure Maps in combination with any other third-party database, except that Customer may layer onto the data of a type not already included within the Service (such as your proprietary content) or of which Microsoft otherwise licenses. API Results Customer may not cache or store information delivered by the Azure Maps API including but not limited to geocodes and reverse geocodes, map data tiles and route information (the "Results") for the purpose of scaling such Results to serve multiple users, or to circumvent any functionality in Azure Maps. Caching and storing Results is permitted where the purpose of caching is to reduce latency times of Customer's application. Results may not be stored for longer than: (i) the validity period indicated in returned headers; or (ii) 6 months, whichever is the shorter. Notwithstanding the foregoing, Customer may retain continual access to geocodes as long as Customer maintains an active Azure account. Customer may not display any Results, except geocodes and/or Azure Maps Weather service results, solely as described in these Terms, on any third-party content or geographical map database. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 108 Map Data Use of content displaying the TomTom copyright notice must be in accordance with restrictions set forth in the TomTom Licensing Third Party Product Terms and EULA (https://www.tomtom.com/en_GB/thirdpartyproductterms/). Imagery Data Azure Maps uses imagery from Microsoft Bing. Use of imagery content is subject to the following: Bing Imagery is subject to the Bing Maps Notice in the Notices section. Customers may not use any means to subvert the restrictions listed above and gain access to imagery content. User region parameter User region parameter in Azure Maps must be used in compliance with applicable laws, including those regarding mapping, of the country where maps, images and other data and third-party content that Customer is authorized to access via Azure Maps is made available. No warranty for accuracy Microsoft and its suppliers make no warranty that the maps, images, data or any content delivered by Azure Maps will be accurate or complete. Copyright Customers may not remove, obscure, mask or change any logo and/or copyright notice placed on or automatically generated by Azure Maps. In addition, customers using the Azure Maps Render V2 API must use the "Get Map Attribution service" to obtain the copyright attribution text and display it in their applications. Azure Orbital Authorization Required Customers may not use the Azure Orbital service to receive signals from or transmit signals to a satellite space station without the authorization of its operator. By subscribing to the Azure Orbital service, you represent to Microsoft that your intended operations will occur only with the satellite space-station operator's consent. Azure Private 5G Core Software License Subject to the following terms and conditions, Microsoft grants you a nonexclusive, limited, royalty-free, nontransferable right to use the Azure Private 5G Core software solely as part of an Azure Private MEC Solution. Customer agrees that it will only use Azure Private 5G Core after review by Microsoft and may be required to assent to additional terms and conditions, visit aka.ms/ap5gcvalidation. Azure Stack HCI Privacy Notice Microsoft will be a controller of Personal Data when customers turn on collection of Windows diagnostic data as described in product documentation. When Microsoft is a controller, Microsoft will handle this Personal Data in accordance with the Microsoft Privacy Statement at aka.ms/privacy, and the Data Protection Addendum terms do not apply. Use Rights and Conditions for Use Customer may use the Azure Stack HCI software only (i) on servers dedicated to Customer's internal use and (ii) as a host operating system to manage and service validly licensed virtual machines running validly licensed applications. Any server that is under the management or control of an entity other than Customer or one of its Affiliates is subject to the Outsourcing Software Management clause. Customer may use the Azure Stack HCI software as long as it is (i) registered with Customer's valid Azure subscription in order to enable additional Azure Stack HCI functionality and to meter and invoice Customer and (ii) connected to Customer's Azure subscription over the Internet at least once every thirty (30) consecutive calendar days. License Restrictions Customer may not (i) work around any mandatory registration or sign-up process for Azure Stack HCI or (ii) run any applications, operating system roles, and/or other workloads directly on the Azure Stack HCI software except for (A) utilities and operating system Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 109 roles and (B) virtualized machines running Azure Stack HCI, both (A) and (B) as necessary to enable Azure Stack HCI to host, manage, and service validly licensed virtual machines running validly licensed applications. Customer Support Any customer support for Azure Stack HCI that may be available from Microsoft requires that Azure Stack HCI runs on server hardware that is pre-validated and listed in the Azure Stack HCI catalog or any successor. Azure Stack Hub Privacy Notice Microsoft will be a controller of Personal Data when customers turn on collection of Windows diagnostic data as described in the Product documentation. When Microsoft is a controller, Microsoft will handle this Personal Data in accordance with the Microsoft Privacy Statement at aka.ms/privacy, and the Data Protection Addendum terms do not apply. If a Microsoft Cloud Agreement or Microsoft Customer Agreement Customer uses Azure Stack Hub software or services that are hosted by a Reseller, such use will be subject to Reseller’s privacy practices, which may differ from Microsoft’s. Use of Azure Stack Hub Customer may use Azure Stack Hub only on the hardware on which it is preinstalled. Use of the Default Provider Subscription The subscription created for the system administrator during the Azure Stack Hub deployment process (the default provider subscription) may be used solely to deploy and manage the Azure Stack Hub infrastructure; it may not be used to run any workload that does not deploy or manage Azure Stack Hub infrastructure (e.g. it may not be used to run any application workloads). Azure Stack Hub Plan Customer may use Microsoft Azure Stack Hub on a Licensed Server, provided it acquires a number of SLs equal to the number of Physical Cores on that Server. Licenses are reduction eligible; however, ongoing use remains subject to the requirement to retain licenses equal to the Physical Cores on the Server. Azure SQL Edge IoT Device Any IoT Device that is under the management or control of an entity other than Customer or one of its Affiliates is subject to the Outsourcing Software Management clause. Use of Azure SQL Edge Customer may install and use any number of copies of the Azure SQL Edge software on an IoT Device dedicated to Customer’s use and to which a License is assigned. Notwithstanding anything to the contrary in Universal Terms for Online Services, Customer may reassign a License at any time to other IoT Devices dedicated to its use. If Customer installs any features or functionalities other than the Azure SQL Edge software (whether derived from Microsoft or third party software) on the IoT Device, then those other features or functionalities may be used only to support the IoT Program. The terms of the DPA do not apply to Azure SQL Edge installed on Customer’s IoT Device, except to the extent any Personal Data is collected to enable Azure management services and to meter usage for billing purposes, because the operating environment of such IoT Devices is not under Microsoft’s control. Azure SQL Managed Instance SQL Server Fail-over Rights Azure SQL Managed Instances include the following Fail-over entitlements: One geo-secondary specifically for disaster recovery purposes. Customer will only be charged for compute, storage, and any associated services, as applicable. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 110 Customer may also run Primary Workload and its disaster recovery replica simultaneously for brief periods of disaster recovery testing every 90 days, and around the time of a disaster, for a brief period, to assist in the transfer between them. Customer may perform the following maintenance-related operations for any permitted replica: Database consistency checks or Checkdb Executing backups Monitoring resource usage data The number of vCores used may not exceed the vCore size of the corresponding Primary Workload, except for brief periods during upscaling, downscaling, and failover events. Replicas may not serve SQL Server data to users or devices or otherwise run active SQL Server workloads. Azure SQL Server Virtual Machines SQL Server Fail-over Rights SQL Server Virtual Machines include the following Fail-over entitlements: One Fail-over OSE for any purpose, including high availability; and One Fail-over OSE specifically for disaster recovery purposes. Customer will only be charged for compute, storage, and any associated services, as applicable. Customer may also run Primary Workload and its disaster recovery Fail-over OSE simultaneously for brief periods of disaster recovery testing every 90 days, and around the time of a disaster, for a brief period, to assist in the transfer between them. Customer may perform the following maintenance-related operations for any permitted Fail-over OSE: Database consistency checks or Checkdb Executing backups Monitoring resource usage data Fail-over OSEs permitted for disaster recovery must be asynchronous and manual. The number of vCores used may not exceed the vCore size of the corresponding Primary Workload. Fail-over OSEs may not serve SQL Server data to users or devices or otherwise run active SQL Server workloads. Azure Virtual Desktop Per User Access Definitions "End User" means a third-party individual that acquires Azure Virtual Desktop Customer Solution from Customer for End User's own internal use (without the right to resell or redistribute it). "Azure Virtual Desktop Customer Solution" means an application or any set of applications that adds primary and significant functionality to the Azure Virtual Desktop. Use Rights Azure Virtual Desktop per user access licenses are only available for Customer's external commercial purposes to serve Azure Virtual Desktop Customer Solutions to third parties on Azure. Customer may not use the licenses acquired under this model for internal purposes. Customer may assign no more than one million user identities licensed under this model to its Azure Virtual Desktop session hosts. To access Azure Virtual Desktop for internal business purposes Customer may acquire select Windows Enterprise and Microsoft 365 licenses. Please see the relevant product sections for more details. End User Entitlements End Users may connect to up to five Azure Virtual Desktop session hosts at once. Hosting Entitlement The General Service Terms Azure Customer Solution clause does not apply. Notwithstanding the general restrictions in Customer's agreement that preclude reselling, redistributing, or using the Products to offer commercial hosting services to third parties, Customer may, subject to the conditions set forth below: Combine Azure Virtual Desktop per user access licenses with applications owned or licensed by Customer or a third party to create an Azure Virtual Desktop Customer Solution solely for use on Microsoft Azure, and permit End Users to access and use Azure Virtual Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 111 Desktop per user access licenses in connection with the use of that Azure Virtual Desktop Customer Solution on a rental, subscription or services basis (whether or not a fee for such use is paid). Additional Terms Indemnification. Customer agrees to defend Microsoft from and against any claim by an End User, third party, and/or regulatory authority arising from, or in connection with, the Azure Virtual Desktop Customer Solution provided to End Users. Customer will pay the amount of any adverse final judgment or approved settlement resulting from a claim covered by this section. The obligations under this section are not subject to the limitation of liability or exclusion of certain damages under Customer's volume licensing agreement. Support. Microsoft is not obligated to provide support services to Customer or its End Users in connection with the Azure Virtual Desktop Customer Solution. Customer alone is responsible for providing technical support to End Users for all aspects and components of the Azure Virtual Desktop Customer Solution, either itself or by obtaining and continuously maintaining support for its End Users through Microsoft or a third party. Customer must inform End Users of this fact. Any support from Microsoft for questions or issues that arise as part of Customer's support of the Azure Virtual Desktop Customer Solution must be obtained under a separate support services agreement. END USER AGREEMENT REQUIREMENTS Company must: Notify each End User before or at the time of purchase (in the appropriate language versions for the locations in which Company will deliver the Azure Virtual Desktop Customer Solution) that the Azure Virtual Desktop Customer Solution contains Microsoft technology that is subject to certain license terms and that the End User must agree to the license terms before using the Product. Include the following acknowledgment in the credit screen or about screen and documentation of any Azure Virtual Desktop Customer Solution: "© Copyright 2021 Microsoft Corporation. All rights reserved." Present and execute license terms in a manner that forms a contract binding the End User under applicable law. Such license terms must contain the substance of the requirements contained in the following exemplar: TERMS AND CONDITIONS REGARDING USE OF MICROSOFT SOFTWARE & ONLINE SERVICES This document governs the use of software and online services ("Software Services") that [insert Service Provider's name] ("Service Provider") provides to you on a rental, subscription or services basis, and that include Microsoft software and online services ("Microsoft Products"). Service Provider does not own the Microsoft Products and the use thereof is subject to certain rights and limitations of which Service Provider must inform you. Your right to use the Microsoft Products is subject to the terms of your agreement with Service Provider, and to your understanding of, compliance with, and consent to the following terms and conditions, which Service Provider does not have authority to vary, alter, or amend. OWNERSHIP OF MICROSOFT PRODUCTS. The Microsoft Products are licensed to Service Provider from an affiliate of the Microsoft Corporation (collectively "Microsoft"). Microsoft Products are protected by copyright and other intellectual property rights. Microsoft Products and related elements including but not limited to any images, photographs, animations, video, audio, music, text and "applets" incorporated into the Microsoft Products are owned by Microsoft or its suppliers. You may not remove, modify or obscure any copyright trademark or other proprietary rights notices that are contained in or on the Microsoft Products. The Microsoft 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 Microsoft Products does not transfer any ownership of the Microsoft Products or any intellectual property rights to you. USE OF SOFTWARE SERVICES. You may use the Software Services only in accordance with your agreement with Service Provider and these terms. These terms permanently and irrevocably supersede the terms of any Microsoft End User License Agreement that may be presented in electronic form during the installation and/or use of the Software Services. COPIES. You may not make any copies of the Products. LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION AND DISASSEMBLY. You may not reverse engineer, decompile, or disassemble the Products, except and only to the extent that applicable law, notwithstanding this limitation, expressly permits such activity. NO RENTAL. You may not rent, lease, lend, pledge, or directly or indirectly transfer or distribute the Products to any third party, and may not permit any third party to have access to and/or use the functionality of the Products except for the sole purpose of accessing the functionality of the Products in the form of Software Services in accordance with the terms of this agreement and any agreement between you and Service Provider. TERMINATION. Without prejudice to any other rights, Service Provider may terminate your rights to use the Products if you fail to comply with these terms and conditions. In the event of termination or cancellation of your agreement with Service Provider or Service Provider's agreement with Microsoft under which the Products are licensed, you must stop using and/or accessing the Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 112 Products, and destroy all copies of the Products and all of their component parts within thirty (30) days of the termination of your agreement with Service Provider. NO WARRANTIES, LIABILITIES OR REMEDIES BY MICROSOFT. Microsoft disclaims, to the extent permitted by applicable law, all warranties and liability for damages by Microsoft or its suppliers for any damages and remedies whether direct, indirect or consequential, arising from the Software Services. Any warranties and liabilities are provided solely by Service Provider and not by Microsoft, its affiliates or subsidiaries. PRODUCT SUPPORT. Any support for the Software Services is provided to you by Service Provider or a third party on Service Provider's behalf and is not provided by Microsoft, its suppliers, affiliates or subsidiaries. NOT FAULT TOLERANT. The Products are not fault-tolerant and are not guaranteed to be error free or to operate uninterrupted. You must not use the Products in any application or situation where the Product(s) failure could lead to death or serious bodily injury of any person, or to severe physical or environmental damage ("High Risk Use"). EXPORT RESTRICTIONS. The Products are subject to U.S. export jurisdiction. You must comply with all applicable laws including the U.S. Export Administration Regulations, the International Traffic in Arms 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/. LIABILITY FOR BREACH. In addition to any liability you may have to the Service Provider, you agree that you will also be legally responsible directly to Microsoft for any breach of these terms and conditions. INFORMATION DISCLOSURE. You must permit Service Provider to disclose any information requested by Microsoft under the Service Provider's Agreement. Microsoft will be an intended third-party beneficiary of your agreement with Service Provider, with the right to enforce provisions of your agreement with Service Provider and to verify your compliance. PRIVACY AND DATA PROTECTION. The Software Service will be provided by Service Provider you under its privacy policy. Azure VMware Solution Professional Services Data Transfer to VMware If customer contacts Microsoft for technical support relating to Azure VMware Solution and Microsoft must engage VMware for assistance with the issue, Microsoft will transfer the Professional Services Data and the Personal Data contained in the support case to VMware. The transfer is made subject to the terms of the Support Transfer Agreement between VMware and Microsoft, which establishes Microsoft and VMware as independent processors of the Professional Services Data. Before any transfer of Professional Services Data to VMware will occur, Microsoft will obtain and record consent from customer for the transfer. VMware Data Processing Agreement Once Professional Services Data is transferred to VMware (pursuant to the above section), the processing of Professional Services Data, including the Personal Data contained the support case, by VMware as an independent processor will be governed by the VMware Data Processing Agreement for Microsoft AVS Customers Transferred for L3 Support (https://rc.portal.azure.com/verifyLink?href=https%3A%2F%2Fwww.vmware.com%2Fvmware-dpa-for-avscustomers.html&id=Microsoft_Azure_Marketplace). Customer also gives authorization to allow its representative(s) who request technical support for Azure VMware Solution to provide consent on its behalf to Microsoft for the transfer of the Professional Services Data to VMware. Deployment and Usage Information Customer authorizes Microsoft to share with VMware its status as a customer of Azure VMware Solution and associated Azure VMware Solution deployment and usage information. Cognitive Services and Applied AI Services For the purposes of this section, "Services" means collectively Cognitive Services and Applied AI Services. Product documentation Microsoft may provide technical documentation regarding the appropriate operation applicable to the Services (including the applicable developer guides), which is made available online by Microsoft and updated from time to time. Customer acknowledges and agrees that it has reviewed this documentation and will use the Services in accordance with such documentation, as applicable. Some Services are intended to process Customer Data that includes Biometric Data (as may be further described in product documentation) which Customer may incorporate into its own systems used for personal identification or other purposes. Customer acknowledges and agrees that it is responsible for complying with the Biometric Data obligations contained in the Online Services DPA (https://aka.ms/DPA). Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 113 Limit on Customer use of service output Customer will not use, and will not allow third parties to use the Services or data from the Services to create, train, or improve (directly or indirectly) a similar or competing product or service. Limited Access Services Certain Services (or versions thereof) require registration and are subject to limitations on access and use based on Microsoft's eligibility and use criteria, as updated by Microsoft from time to time ("Limited Access Services"). The following Cognitive Services and Applied AI Services are Limited Access Services: Azure Cognitive Services Customized Text-to-Speech service Azure Cognitive Services Face API service Azure Cognitive Services Computer Vision service (Celebrity Recognition) Azure Cognitive Services Speaker Recognition service Azure Video Indexer Applied AI Service Azure OpenAI Service Azure OpenAI Service (Modified Content Filtering/Monitoring) NOTE: In addition to the services listed here, (i) Cognitive Services and Applied AI Services preview services may be designated, in applicable preview terms, as subject to Limited Access Services terms; and (ii) certain versions of Cognitive Services and Applied AI Services, such as versions in containers, may be designated, in product documentation or otherwise, as subject to Limited Access Services terms. Customer agrees that it will only use Limited Access Services (including when used in a Customer Solution) in accordance with the applicable product terms, product documentation, and these Limited Access Services terms; solely for the permitted uses specified in its registration form; and in accordance with any commitments and/or representations made in its Limited Access Services registration form. Customer agrees to provide current, complete, and accurate information in all registration forms and other materials provided to Microsoft pursuant to these Limited Access Service terms. Microsoft may require Customer from time to time to re-verify that all information submitted to Microsoft regarding Customer and Customer's use of the Limited Access Services remains accurate, complete, and up to date, and that Customer is using the Limited Access Services in accordance with the information submitted and these terms. Customer agrees to respond to requests for re-verification from Microsoft within ten (10) business days of receiving a request (requests may be provided via self-certification Azure tools). If Microsoft needs additional information to assure compliance with these terms or eligibility for access to Limited Access Services, Customer agrees to reasonably cooperate with Microsoft to provide such information within thirty (30) business days of request. Microsoft may re-assess Customer's eligibility to access and use Limited Access Services from time to time. If Microsoft determines that Customer no longer meets Microsoft's eligibility and use criteria for a Limited Access Service (or that Customer does not meet eligibility and use criteria for a Service that has become a Limited Access Service), Microsoft will provide Customer with 12 months' notice before discontinuing Customer's access to and use of that Limited Access Service, unless security, legal, or system performance considerations require an expedited discontinuation of access. This does not apply to Previews, and does not affect any other rights and remedies available to Microsoft with respect to Customer's use of Services. In addition to Microsoft's right to discontinue access to and use of a Limited Access Service when Customer no longer meets Microsoft's eligibility and use criteria (or Customer does not meet eligibility and use criteria for a Service that has become a Limited Access Service), Microsoft may suspend or terminate Customer's access to these Limited Access Services for non-compliance with any of the terms in this section, without advance notice but only to the extent reasonably necessary under the circumstances. Azure OpenAI Service In addition to the Universal Terms for Online Services applicable to Microsoft Generative AI Services and the Limited Access Services terms above, the following terms apply to the use of the Azure OpenAI Service. Use Limitations Compliance with Limited Access Service registration and product documentation. Microsoft may limit Customer's access to or use of the Azure OpenAI Service if Microsoft has a reasonable basis to believe that the Output Content or Customer's use of the Azure OpenAI Service is inconsistent with the information submitted in connection with Customer's Limited Access Service registration form or requirements in the product documentation for the Azure OpenAI Service, as updated from time to time. Data Use and Access for Abuse Monitoring: Except for the Limited exception below, as part of providing the Azure OpenAI service, Microsoft will temporarily store Inputs and Output Content, solely for debugging and to monitor for and prevent abusive or harmful uses or outputs of the service. Authorized Microsoft employees may review such data that has triggered our automated systems to investigate and verify potential abuse. For customers who have deployed Azure OpenAI service in the Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 114 European Economic Area, the authorized Microsoft employees will be located in the European Economic Area. See the Azure OpenAI product documentation https://learn.microsoft.com/azure/cognitive-services/openai/ for more information. Limited exception. The foregoing Data Use and Access for Abuse Monitoring terms will not apply if and to the extent Customer is approved for and complies with all requirements to use the Azure OpenAI Service with Modified Content Filtering and/or Abuse Monitoring. Location of Data Processing: Notwithstanding the Location of Data Processing provision in the Universal Terms applicable to Microsoft Generative AI Services, the commitments related to the location of data processing and storage in the Product Terms Privacy & Security Terms for Microsoft Azure Core Services remain in effect for Azure OpenAI Service. Customized Text-to-Speech (TTS) Services and use of Synthetic Voices Permissions: Customer represents, warrants and certifies that (i) it has explicit written permission from the voice owner(s) contained within its audio files ("Voice Talent") to use their personal data, including his/her voice likeness to create voice model(s) ("Synthetic Voice(s)"), (ii) Customer's agreement(s) contemplate the duration of use of the Synthetic Voice and any content limitations and (iii) Customer has shared Microsoft's disclosure guidance for voice talent (https://aka.ms/disclosure-voice-talent) with Voice Talent directly or through Voice Talent's authorized representative that describes how synthetic voices are developed and operate in conjunction with text to speech services. Microsoft reserves the right to require Customer to provide audio files containing acknowledgements by Voice Talent(s). Customer acknowledges and agrees that Microsoft may use this to perform speaker verification against Customer's audio training files; however, Microsoft's retention of audio files does not create or imply an obligation that Microsoft will perform speaker verification. Permitted uses: In addition to compliance with the Acceptable Use Policy, the code of conduct (available at https://aka.ms/customneural-code-of-conduct) sets the minimum requirements that all TTS implementations must adhere to in good faith. Customer shall have the exclusive right to use the Synthetic Voice(s)s created by Customer and made available through use of the Services. Notwithstanding the foregoing or anything to the contrary in the DPA, Customer acknowledges and agrees that Microsoft may retain a copy of each Synthetic Voice created by Customer and may, but is not obligated to, use the Synthetic Voice(s) to investigate and respond to any alleged violations of the service terms. Customer agrees and grants Microsoft a limited nonexclusive irrevocable worldwide license to retain acknowledgment audio voice consent file(s)s and a copy of the Synthetic Voice(s) for the limited purposes above. Customer is required to secure and maintain all rights necessary for Microsoft to retain and use the acknowledgment audio files and Synthetic Voice(s) as described in this section without violating the rights of Voice Talent(s) or any other third party or otherwise obligating Microsoft to Customer, Voice Talent or any other third party. This paragraph will survive termination or expiration of Customer's agreement. Microsoft Translator Attribution When displaying automatic translations performed by Microsoft Translator, Customer will provide reasonably prominent notice that the text has been automatically translated by Microsoft Translator. Services in Containers Services features that are available in containers are licensed to Customer under this agreement as Online Services, and the containers are also subject to the terms for Use of Software with the Online Service. Customer may install and use any number of containers on Customer's hardware devices that are dedicated to Customer's exclusive use, subject to the conditions specified below for connected and disconnected containers, respectively. For containers installed on dedicated hardware that is under the management or control of an entity other than Customer or one of its Affiliates, the Outsourcing Software Management clause of the Universal License Terms for All Software. Microsoft may offer required and/or optional updates or supplements to the services in containers. If an update is required, Customer will update the container in accordance with the Microsoft notice requirements; failure to perform these updates may affect the container's functionality and/or the container may stop operating. The containers include material that is confidential and proprietary to Microsoft. Customer agrees to keep that material confidential and to promptly notify Microsoft if Customer becomes aware of any possible misappropriation or misuse. Because the operating environment of containers installed on Customer's dedicated hardware is not under Microsoft's control, the terms of the DPA do not apply to those containers, except to the extent a) any Personal Data is collected in connection with a billing endpoint, or b) Customer Data is provided to Microsoft for custom model training prior to download of the Service operating in the container. Connected Containers: Connected containers are designed to connect to a billing endpoint. Customer must configure any connected containers it uses to communicate with the billing endpoint so that the billing endpoint meters all use of the container(s). In addition to the rights to install and use containers on dedicated hardware, Customer may also install and use any number of connected containers Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 115 in Customer's Microsoft Azure Service accounts; all rights to install and use connected containers are subject to Customer's enabling and maintaining metering for all such containers. Disconnected Containers: Disconnected containers are intended for use with no online connectivity to an Azure billing endpoint. Disconnected containers are subject to the terms for Limited Access Services. Disconnected containers have limited capacity workloads and usage is measured in units. As specified in the terms for Purchasing Microsoft Azure Services, Customer must pay upfront for a commitment tier at the number of units necessary to meet Customer's actual service usage for each license period. Customer has the rights specified above to install and use disconnected containers on dedicated hardware provided that the aggregate service usage in all Customer's disconnected containers does not exceed the usage for which Customer has paid for the applicable license period. Disconnected container units expire at the end of the license period, and Customer must activate (or reactivate, as applicable) disconnected container units before the beginning of the next license period. If Customer fails to reactive a disconnected container prior to the expiration of the applicable license period, the disconnected container will stop operating after the license expires. Inactive Services Configurations and Custom Models For the purposes of data retention and deletion, a Services configuration or custom model that has been inactive may at Microsoft's discretion be treated as an Online Service for which the Customer's subscription has expired. A configuration or custom model is inactive if for 90 days (1) no calls are made to it; (2) it has not been modified and does not have a current key assigned to it and; (3) Customer has not signed in to it. Defender for Cloud - Use on Devics Managed by Third-Parties Notwithstanding the Outsourcing Software Management clause, Customer may use Defender for Cloud with workloads running on Microsoft Azure, its own devices, or devices under the day-to-day management and control of third parties. Express Route Global Reach Express Route Global Reach is an Azure Service offering data transport capabilities to Express Route users in certain locations. Express Route Global Reach is provided by the Microsoft Affiliate authorized in a given country to administer it. Pricing for Express Route Global Reach may include applicable taxes and fees. Express Route Global Reach terms may vary from country to country. All included taxes, fees and country-specific terms of use are disclosed in the terms of use available at https://aka.ms/CommunicationServicesTerms. Extended Use Rights for Microsoft Defender for Identity Customers Customer may also install and use Advanced Threat Analytics locally to manage client OSEs (or Server OSEs used as client OSEs) that are used solely by users to whom licenses are assigned. This right expires when Customer’s subscription expires. Microsoft Genomics Microsoft Genomics Privacy The Microsoft Privacy Statement located at https://aka.ms/privacy applies to Customer's use of Microsoft Genomics, except that this Microsoft Genomics section controls to the extent it conflicts with the Microsoft Privacy Statement. Broad License Terms Microsoft Genomics includes access to the Genetic Analysis Toolkit (GATK) from the Broad Institute, Inc. ("Broad"). Use of the GATK and any related documentation as part of Microsoft Genomics is also subject to Broad's GATK End User License Agreement ("Broad EULA" located here https://software.broadinstitute.org/gatk/eula/index?p=Azure). Microsoft may collect and share with Broad certain statistical and technical information regarding Customer's usage of the GATK. Customer authorizes Microsoft to report to Broad Customer's status as a user of the GATK in Microsoft Genomics. No Medical Use Microsoft Genomics is not a medical device and outputs generated from its use are not intended to be statements of fact, nor are they to be used as a substitute for medical judgment, advice, diagnosis or treatment of any disease or condition. Multi-Cloud Scanning Connectors for Microsoft Purview To enable interoperability with Customer's deployments with other cloud providers, Microsoft may operate within such other clouds certain optional, discrete data scanner functionality for Customer's data hosted in such other clouds (the "Multi-Cloud Scanning Connectors for Microsoft Purview"). Microsoft will disclose in its documentation how Customer may enable and use the Multi-Cloud Scanning Connectors for Microsoft Purview. For clarity, the Multi-Cloud Scanning Connectors for Microsoft Purview is a separate add-on Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 116 to Microsoft Purview. The Multi-Cloud Scanning Connectors for Microsoft Purview is not a Microsoft Azure Core Service and the following sections of the DPA do not apply to the Multi-Cloud Scanning Connectors for Microsoft Purview: "Educational Institutions", "CJIS Customer Agreement", "HIPAA Business", and "Appendix A - Security Measures". With respect solely to the Multi-Cloud Scanning Connectors for Microsoft Purview, the following modifications to the DPA apply: Data Access: Microsoft employs least privilege access mechanisms to control access to Customer Data (including any Personal Data therein). Microsoft employs role-based access controls to ensure that Microsoft's access to Customer Data required for service operations is for an appropriate purpose and approved with management oversight. Auditing Compliance: Microsoft's commitments in the Auditing Compliance section of the DPA do not extend to third-party computers, computing environments or physical data centers used by the Multi-Cloud Scanning Connectors for Microsoft Purview. Standard data protection terms offered by those other cloud providers govern your use of the Multi-Cloud Scanning Connectors for Microsoft Purview while the add-on is hosted in such other clouds. Visual Studio App Center Visual Studio App Center Test Privacy and Security Terms The privacy statement located at https://aka.ms/actestprivacypolicy applies to Customer’s use of Visual Studio App Center Test. Customer may not use Visual Studio App Center Test to store or process Personal Data. Please refer to the Product documentation for more information. Use for Development and Testing Customer may only access and use Visual Studio App Center to develop and test Customer’s application(s). Only one Licensed User may access a virtual machine provided by Visual Studio App Center at any time. Authorized Developer Customer appoints Microsoft as its authorized developer with respect to Apple software included in Visual Studio App Center. Microsoft is responsible for complying with the terms for any such software included in Visual Studio App Center and will keep confidential any confidential information of Apple accessed as part of Visual Studio App Center. Third Party Repository Service Access If Customer grants Microsoft access to its third-party repository service account(s), Customer authorizes Microsoft to scan the account(s), including the contents of Customer’s public and private repositories. Add-ons Customer may acquire Add-ons subject to the following conditions: 1. Customer must have active SA or an active User SL for the corresponding Qualifying Licenses 2. Customer may acquire one Add-on SL for each Qualifying License(s), unless provided otherwise in these terms 3. Customer may acquire add-on SLs between true-up dates in advance of the acquisition of the Qualifying Licenses Add-ons expire upon the earlier of the expiration of the SA coverage for the Qualifying License or the Add-on SL term, unless provided otherwise in these terms. Add-ons may only be reassigned to users or devices with Qualifying Licenses. Microsoft Azure User Plans Qualifying License(s) Add-on User Subscription License(s) Enterprise CAL Suite Azure Information Protection Premium Plan 1 Add-on (User SL) Advanced Threat Analytics 2016 Client Management License per User Microsoft Defender for Identity Client Management License Add-on (User SL Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 117 Microsoft Dynamics 365 Services Availability Product Program Attribute Cloud Scale Unit Add-in for Dynamics 365 Supply Chain Management (SL) Additional Product Dataverse Database Capacity Additional Product Dataverse File Capacity Additional Product Dataverse Log Capacity Additional Product Dynamics 365 Additional Asset Management Additional Product,USGCC Dynamics 365 Additional Interacted People (Tiers 1-3) Additional Product Dynamics 365 Additional Unified People (Tiers 1-3) Additional Product Dynamics 365 Commerce (User SL) Additional Product Dynamics 365 Commerce Add-on (User SL) Additional Product Dynamics 365 Commerce From SA (User SL) Additional Product Dynamics 365 Commerce Ratings and Reviews Additional Product Dynamics 365 Commerce Recommendations Additional Product Dynamics 365 Commerce Scale Unit - Cloud Additional Product Dynamics 365 Conversation Intelligence Additional Product Dynamics 365 Customer Insights Additional Product,USGCC Dynamics 365 Customer Service Chat Additional Product,USGCC Dynamics 365 Customer Service Digital Messaging Additional Product Dynamics 365 Customer Service Enterprise (Device SL) Additional Product,USGCC Dynamics 365 Customer Service Enterprise (User SL) Additional Product,USGCC Dynamics 365 Customer Service Professional (User SL) Additional Product,USGCC Dynamics 365 e-Commerce Tier Additional Product Dynamics 365 e-Commerce Tier Overage Additional Product Dynamics 365 Field Service - Resource Scheduling Optimization Additional Product Dynamics 365 Field Service (Device SL) Additional Product,USGCC Dynamics 365 Field Service (User SL) Additional Product,USGCC Dynamics 365 Finance (User SL) Additional Product Dynamics 365 Finance Add-on (User SL) Additional Product Dynamics 365 Finance From-SA (User SL) Additional Product Dynamics 365 Fraud Protection Additional Product Dynamics 365 Fraud Protection Additional Capacity Additional Product Dynamics 365 Guides (Device SL) Additional Product Dynamics 365 Guides (User SL) Additional Product Dynamics 365 Human Resources (User SL) Additional Product Dynamics 365 Human Resources from SA (User SL) Additional Product Dynamics 365 Human Resources Sandbox Additional Product Dynamics 365 Human Resources Self Service (User SL) Additional Product Dynamics 365 Intelligent Order Management Additional Product,Student Offering Dynamics 365 Operations - Activity (User SL) Additional Product Dynamics 365 Operations - Activity Add-on (User SL) Additional Product Dynamics 365 Operations - Activity From SA (User SL) Additional Product Dynamics 365 Operations - Additional Database Capacity Additional Product Dynamics 365 Operations - Additional File Capacity Additional Product Dynamics 365 Operations - Device (Device SL) Additional Product Dynamics 365 Operations - Device Add-on (Device SL) Additional Product Dynamics 365 Operations - Device From SA (Device SL) Additional Product Dynamics 365 Operations - Order Lines Additional Product Dynamics 365 Operations - Sandbox Tiers 2-5 Additional Product Dynamics 365 Project Operations (User SL) Additional Product Dynamics 365 Remote Assist (Device SL) Additional Product Dynamics 365 Remote Assist (User SL) Additional Product Dynamics 365 Routing Overage Additional Product Dynamics 365 Sales Enterprise (Device SL) Additional Product,USGCC Dynamics 365 Sales Enterprise (User SL) Additional Product,USGCC Dynamics 365 Sales Insights (User SL) Additional Product Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 118 Dynamics 365 Sales Premium (User SL) Additional Product Dynamics 365 Sales Professional (User SL) Additional Product Dynamics 365 Supply Chain Management (User SL) Additional Product Dynamics 365 Supply Chain Management Add-on (User SL) Additional Product Dynamics 365 Supply Chain Management From-SA (User SL) Additional Product Dynamics 365 Team Members (User SL) Additional Product,USGCC Dynamics 365 Team Members Add-on (User SL) Additional Product,USGCC Dynamics 365 Team Members From SA (User SL) Additional Product,USGCC Dynamics 365 Voice Channel and Digital Messaging Additional Product,USGCC Edge Scale Unit Add-in for Dynamics 365 Supply Chain Management (SL) Additional Product,USGCC Microsoft Relationship Sales Additional Product Professional Direct Support Additional Product,USGCC Sensor Data Intelligence Additional Machines Add-in for Dynamics 365 Supply Chain Management Additional Product Sensor Data Intelligence Scenario Add-in for Dynamics 365 Supply Chain Management Additional Product Product Conditions: Provides additional information related to acquiring the Product, such as prerequisites for purchase, prior versions, and the applicable Product Pool. Product Conditions - General Terms of Service Universal License Terms for all Online Services Product Pool Server Promotions None Product Conditions - Program Specific Extended Term Eligible All, except Microsoft Relationship Sales Qualified User Exemption None Reduction Eligible All, except Microsoft Relationship Sales Reduction Eligible (SCE) All, except Microsoft Relationship Sales True-Up Eligible All Unified Service Desk (USD) Customers with active Dynamics 365 Customer Service Enterprise subscriptions may install and use USD software for each user. Servers used for this purpose, that are under the management or control of an entity other than Customer or one of its Affiliates, are subject to the Outsourcing Software Management clause. Dynamics CustomerSource Customers with active Dynamics 365 subscriptions may access and use CustomerSource. Dynamics 365 Plan for Government Dynamics 365 Supply Chain Management, Finance, Commerce, and Human Resources are not available in Dynamics 365 Plan for Government. Prerequisites for Base and Attach user subscription licenses When purchasing multiple core Business Applications, the first or Base license must be the highest priced license for the user. Every full user must have a Base license. Dynamics 365 attach user SLs may only be assigned to users with qualifying application licenses. Professional Direct Support Customer must acquire enough Professional Direct Support licenses to cover each Dynamics 365 and Power Platform license on its agreement, up to a maximum of 250 licenses. Dynamics 365 Remote Assist and Dynamics 365 Guides Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 119 External Users may access and use the above software on devices licensed with a Dynamics 365 Remote Assist Device SL or Dynamics 365 Guides Device SL. Dual Use Rights Certain Dynamics 365 SLs may allow access to the on-premises equivalent. This is mapped in the table below: Dynamics 365 License On-Premises Software access On-Premises Server Dynamics 365 Sales Enterprise Dynamics 365 for Sales (On-Premises) Dynamics 365 (On-Premises) Dynamics Customer Service Enterprise Dynamics 365 for Customer Service (OnPremises) Dynamics 365 Field Service Dynamics 365 for Field Service functionality (On-Premises) Dynamics 365 Operations - Activity Dynamics 365 for Operations Activity (onpremises) Dynamics 365 for Operations, on-premises Dynamics 365 Operations - Device Dynamics 365 for Operations Device (onpremises) Dynamics 365 Finance Dynamics 365 for Operations (on-premises)* Dynamics 365 Human Resources Dynamics 365 for Operations (on-premises)* Dynamics 365 Supply Chain Management Dynamics 365 for Operations (on-premises)* Dynamics 365 Commerce Dynamics 365 for Operations (on-premises)* Dynamics 365 Team Members Dynamics 365 for Team Members (onpremises) Dynamics 365 (On-Premises) or Dynamics 365 for Operations, on-premises Dynamics 365 Business Central Essentials** Dynamics 365 Business Central Essentials (OnPremises) Dynamics 365 Business Central (On-Premises) Dynamics 365 Business Central Premium** Dynamics 365 Business Central Premium (OnPremises) Dynamics 365 Business Central Team Members** Dynamics 365 Business Central Team Members (On-Premises) Dynamics 365 Business Central - Device** Dynamics 365 Business Central - Device (OnPremises) *On-premises dual use rights only apply for the specific Dynamics 365 for Operations applications for which the user has a cloud SL. For example, a user licensed for Finance may only use the Dynamics 365 on-premises security roles associated with the Finance USL. **Only available for Microsoft Cloud Agreement (MCA) License Prerequisites Purchases of the following Licenses also require the purchase of a Prerequisite License listed in the table below: License License Prerequisites (Base License only) Dynamics 365 Team Members Dynamics 365 user SLs other than the Team Members SL Dynamics 365 Sales Insights Dynamics 365 Sales Enterprise, or Dynamics 365 Sales Premium, or Microsoft Relationship Sales Dynamics 365 Conversation Intelligence Dynamics 365 Sales Insights Dynamics 365 Customer Insights Attach 10 or more seats of ONE of the following: Dynamics 365 Sales Professional Dynamics 365 Sales Enterprise Dynamics 365 Sales Premium Microsoft Relationship Sales Dynamics 365 Customer Service Professional Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 120 License License Prerequisites (Base License only) Dynamics 365 Customer Service Enterprise Dynamics 365 Field Service Dynamics 365 Finance Dynamics 365 Supply Chain Management Dynamics 365 Commerce Chat for Dynamics 365 Dynamics 365 Customer Service Enterprise Dynamics 365 Intelligent Order Management User SL Dynamics 365 Intelligent Order Management Dynamics 365 Customer Service Messaging Dynamics 365 Customer Service Enterprise Sensor Data Intelligence Scenario Add-in for Dynamics 365 Supply Chain Management Cloud Scale Unit Add-in for Dynamics 365 Supply Chain Management Dynamics 365 Supply Chain Management Edge Scale Unit Add-in for Dynamics 365 Supply Chain Management Dynamics 365 e-Commerce Tier Dynamics 365 Commerce Dynamics 365 Commerce Scale Unit - Cloud Dynamics 365 Commerce Recommendations Dynamics 365 Commerce Ratings and Reviews Purchasing Minimums - All Programs Purchases of the following products require a minimum purchase of the Licenses listed in the table below. These minimums must be maintained through the term of the customers Agreement or Enrollment: Product Minimum QTY Minimum purchased Base Licenses Microsoft Relationship Sales 10 Microsoft Relationship Sales Dynamics 365 Commerce Dynamics 365 Finance Dynamics 365 Supply Chain Management Dynamics 365 Project Operations 20 Dynamics 365 Finance, or Dynamics 365 Supply Chain Management, or Dynamics 365 Commerce, or Dynamics 365 Project Operations Dynamics 365 Human Resources 5 Dynamics 365 Human Resources Professional Direct Support 20 (250 maximum - once met all remaining users are covered with no additional licenses required) All Dynamics applications Dynamics 365 Additional Interacted People Tier 1: 1 Tier 2: 4 Tier 3: 5 Dynamics 365 Additional Interacted People Tier 1 Dynamics 365 Additional Interacted People Tier 2 Dynamics 365 Additional Interacted People Tier 3 Dynamics 365 Additional Unified People Tier 1: 1 Tier 2: 4 Dynamics 365 Additional Unified People Tier 1 Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 121 Product Minimum QTY Minimum purchased Base Licenses Tier 3: 19 Dynamics 365 Additional Unified People Tier 2 Dynamics 365 Additional Unified People Tier 3 Service Specific Terms Notices The Bing, Bing Maps and Communication Services Notices apply. In addition, Azure Media Services H.265/HEVC Encoding, H.264/AVC Visual Standard, and VC-1 Video Standard apply only to Dynamics 365 Commerce. (refer to Notices) External Users External Users of Dynamics 365 Services do not need a SL to access the Online Service. This exemption does not apply to (1) contractors or agents of Customer or its Affiliates, or (2) External Users using Dynamics 365 client software with Dynamics 365 Services other than services or components included in Dynamics 365 Supply Chain Management, Dynamics 365 Finance, Dynamics 365 Commerce, Dynamics 365 Human Resources, or Dynamics 365 Project Operations. Administration Portal Customers with Dynamics 365 Supply Chain Management, Dynamics 365 Finance, Dynamics 365 Commerce, Dynamics 365 Human Resources, or Dynamics 365 Project Operations SLs may deploy and manage the Online Service through Microsoft Dynamics Lifecycle Services (or its successor), which is subject to separate terms. Mixed deployments of Dynamics 365 services Customers may mix (i) Dynamics 365 Sales Professional and Enterprise licenses, (ii) Dynamics 365 Customer Service Professional and Enterprise licenses, or (iii) Dynamics 365 Business Central and any of the following: Dynamics 365 Finance, Dynamics 365 Supply Chain Management, or Dynamics 365 Project Operations licenses if, Each Online Service is deployed under a separate instance, and Licensed users only access instances for which they are entitled. Third-Party Funds Transfers Certain Dynamics 365 services may make third-party services available that allow Customer to transfer funds to Customer's end users or other recipient using that third-party service. Customer's use of any third-party service to transfer funds is governed by the terms and conditions of that third-party service. The third-party service provider is solely responsible for the receipt and transmission of funds. Microsoft is not responsible for any aspect of the third-party service and does not at any point hold, own or control funds, actually or constructively receive, take possession of or hold any money or monetary value for transmission, or advertise, solicit or hold itself out as receiving money for transmission. Dynamics 365 Customer Insights Promotional Laws, Regulations, and Industry Standards Microsoft bears no responsibility for Customer's compliance with any applicable law, regulation, or industry standard governing the Customer's transmittal of promotional communications. Dynamics 365 Supply Chain Management, Finance, Commerce, and Project Operations Source Code Customer may modify for its internal use the X++ application layer source code for Dynamics 365 Supply Chain Management, Dynamics 365 Finance, Dynamics 365 for Commerce, or Dynamics 365 Project Operations. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 122 Server Use Rights for Dynamics 365 User SLs, From SA User SLs and Add-on User SLs The server use rights provisions below do not apply to Customers licensed for Dynamics 365 for Sales Professional, Dynamics 365 Customer Service Professional, Dynamics 365 Customer Insights, Dynamics 365 for Human Resources, or Customers licensed for Dynamics 365 online services through Open License, Open Value and Open Value Subscription. Dynamics 365 for Operations on-premises Server Customer's with active subscriptions for (1) Dynamics 365 Plan or (2) Dynamics 365 Unified Operations Plan (or any separately licensed component of the Plan) may, install any number of copies of the Dynamics 365 for Operations Server software on a network server or shared servers; install and use Dynamics AX 2012 R3 Server software in lieu of Dynamics 365 for Operations Server; allow access to the server software only to users and devices assigned a qualifying SL; receive and use updates related to government tax and regulatory requirements on the server software; and modify or create derivative works of plug-ins, runtime, and other components identified in printed or online documentation and use those derivative works, but only with the server software and only for Customer's internal purposes. Dynamics 365 on-premises Server Customers with active subscriptions for (1) Dynamics 365 Plan or (2) Dynamics 365 Customer Engagement Plan (or any separately licensed component of the Plan) may, install any number of copies of Dynamics 365 server (on-premises) software on a network server or shared servers; install Dynamics CRM 2016 Server software in lieu of Dynamics 365 On-Premise Server; allow access to the server software only to users and devices assigned a qualifying SL; and allow users and devices assigned one of the following CALs to access the version of the server software that is current as of the subscription start date: Dynamics 365 On-premises for Sales, Customer Service or Team Members CALs; or Dynamics CRM CAL. Users and devices assigned CALs with active Software Assurance may access new versions of the server software. Dynamics 365 Business Central on-premises Customers with active subscriptions for Dynamics 365 Business Central may, install any number of copies of Dynamics 365 Business Central on-premises software on a network server or shared servers; allow access to the server software only to users and devices assigned a qualifying SL; and allow users and devices assigned one of the following CALs to access the version of the server software that is current as of the subscription start date: Dynamics 365 Business Central Premium, Essentials, or Team Member CALs. Users and devices assigned CALs with an active maintenance plan may access new versions of the server software. Microsoft Relationship Sales Microsoft Relationship Sales includes Dynamics 365 for Sales Enterprise and LinkedIn Sales Navigator Advanced Plus Edition. LinkedIn Sales Navigator Advanced Plus Edition is for the sole use of the Microsoft Relationship Sales Licensed User for the duration of the subscription. LinkedIn Sales Navigator LinkedIn Sales Navigator is provided by LinkedIn Corporation. Customer may use the LinkedIn Sales Navigator Service only to generate sales leads. Each user of LinkedIn Sales Navigator must be a member of LinkedIn and agree to be bound by the LinkedIn User Agreement available at https://www.linkedin.com/legal/preview/user-agreement. Despite anything to the contrary in Customer's volume licensing agreement (including these Product Terms), the LinkedIn Privacy Policy available at https://www.linkedin.com/legal/privacypolicy will apply to Customer's use of the LinkedIn Sales Navigator service. LinkedIn Corporation (as data processor) and Customer (as data controller) will comply with the terms of the LinkedIn Data Processing Agreement located at https://legal.linkedin.com/dpa. Dynamics 365 for Operations Order Lines Users or devices do not require an SL to indirectly (not through a client UI) execute the transaction types designated in the Dynamics 365 Licensing Guide (https://go.microsoft.com/fwlink/?LinkId=866544&clcid=0x409). The number of allowed transactions is limited to the number of order lines licensed. Dynamics 365 Customer Insights Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 123 Microsoft Provided Data and Insights Dynamics 365 Customer Insights may include Microsoft provided data and insights (including, but not limited to, market segment and brand affinity data and insights), which Customer may use for internal business purposes only. Dynamics 365 Fraud Protection Dynamics 365 Fraud Protection (DFP) processes Customer Data of DFP Customers as described in the Microsoft Dynamics 365 Trust Center to provide the service, which includes providing insights to Customer about the likelihood of fraud for the Customer’s payment transactions and other fraud-related events (“Fraud Insights”). Customer acknowledges and agrees that (i) the Customer Data provided to the Online Service will be deidentified and combined with deidentified Customer Data of other D365 Fraud Protection Customers; (ii) Customer will be unable to access, extract, or delete the deidentified Customer Data that is used to generate Fraud Insights; and (iii) when Customer’s subscription to Dynamics 365 Fraud Protection ends, Microsoft will continue to process the deidentified Customer Data for the sole purpose of providing Fraud Insights to other Dynamics 365 Fraud Protection Customers. Fraud Insights generated by Microsoft do not reveal Customer Data or other identifiable information of any Customer using Dynamics 365 Fraud Protection. Restrictions on Use Customer may only use the Fraud Insights to prevent fraud and help identify legitimate transactions. Customer agrees it will not use Fraud Insights (i) as the sole factor in determining whether to proceed with a payment transaction; (ii) as a factor in determining any person’s financial status, financial history, creditworthiness, or eligibility for insurance, housing, or employment; or (iii) to make decisions that produce legal effects or significantly affect a person. Microsoft, in providing Dynamics 365 Fraud Protection, is not a “credit reporting agency” and does not provide “consumer reports” or “credit referencing” (as those practices are defined in the United States’ Fair Credit Reporting Act, the United Kingdom’s Financial Services and Markets Act, or similar laws). Customer agrees to comply with any additional restrictions on the use of the Fraud Insights, as Microsoft may deem necessary. Customer shall confirm its compliance with the restriction on use of the Fraud Insights to Microsoft in writing within ten (10) days of receiving a request to do so by Microsoft. If Microsoft needs additional information to assure compliance with these restrictions, Customer will cooperate with Microsoft to provide such information, including documentation, within 30 business days of request. Communication Services Certain Dynamics 365 services have voice and text services provided by Azure Communication Services. For these services, the Azure Communication Services terms below apply. Customer Responsibility Azure Communication Services ("ACS") is a developer product and an input to customers' applications. Customers are solely liable for their applications or offerings that incorporate Azure Communication Services capabilities and services. Notices The H.264/AVC Visual Standard notice in Notices section applies. Recording and Transcription It is your responsibility to ensure that the users of your application are notified when recording or transcription are enabled in a call or meeting. Microsoft will indicate to you via the Azure Communication Services API that recording or transcription has commenced and you must communicate this fact, in real time, to your users within your application's user interface. Microsoft Teams Interoperability Interoperability between Azure Communication Services and Microsoft Teams enables your applications and users to participate in Teams calls, meetings, and chat. In addition to existing charges in Teams for PSTN connectivity, you will be charged consumption fees in Azure Communication Services. When Teams users join Teams meetings on the Teams clients then the call is covered by your Teams licenses. When a user makes a call using Azure Communication Services or when a Teams user makes a call with ACS calling SDK it will be charged based on Azure Communication Services fees. License Terms Precedence Some Azure Communication Services, including private previews and Previews, may be provided under a separate license, such as an open-source license. In the event of a conflict between these terms and any separate license, the separate license will prevail with respect to the Azure Communication Service that is the subject of such separate license. Each party reserves all rights (and no one receives any rights) not expressly granted by the foregoing licenses. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 124 End User Information Except in instances required by law or regulation, Microsoft does not retain information that identifies individual end users. Customer acknowledges that, should it delete or de-link end user identifying information in its possession, Microsoft shall have no responsibility to reconstitute the information. Defense of Claims You agree to defend, hold harmless, and indemnify Microsoft and its directors, officers, employees, affiliates, and agents from and against any and all demands, assertions, and legal proceedings brought by any third party (and all resulting judgments, settlements and expenses (including reasonable attorneys' fees and costs)) arising from a material breach of these terms by you or your subcontractors, agents, employees, or customers. This includes, without limitation, breach of the obligation to comply with applicable telemarketing laws and the U.S. Telephone Consumer Protection Act of 1991. Messaging Application ACS SMS and MMS services involve an integration between Microsoft and the underlying carrier, aggregator, or operator ("Operator"). Microsoft must share application details and/or campaign information with the Operator to ensure that the program meets regulatory guidelines and standards set by operators. The Operator is the final reviewer and approver of your service application. If the details you provide on your application change, it is your responsibility to resubmit your application with up-to-date information. By submitting an application, you agree that Microsoft may share the application details as necessary for provisioning the ACS messaging service. Messaging Policy Customer and its end users shall comply with the Azure Communication Services Messaging Policy. The Messaging Policy applies to SMS, MMS, and email communications. Microsoft reserves the right to suspend or remove access to Azure Communication Services for Customer or its end users that do not comply with the Messaging Policy. The Messaging Policy is available at https://docs.microsoft.com/azure/communication-services/concepts/telephony-sms/messaging-policy. Data Use and Access for Abuse Monitoring As part of providing the Azure OpenAI service for Dynamics 365, Microsoft will store Inputs and Output Content, solely for debugging and to monitor for and prevent abusive or harmful uses or outputs of the service. Authorized Microsoft employees may review such data that has triggered our automated systems to investigate and verify potential abuse. Add-ons Customer may acquire Add-ons subject to the following conditions: 1. Customer must have active SA or an active User SL for the corresponding Qualifying Licenses 2. Customer may acquire one Add-on SL for each Qualifying License(s), unless provided otherwise in these terms 3. Customer may acquire add-on SLs between true-up dates in advance of the acquisition of the Qualifying Licenses Add-ons expire upon the earlier of the expiration of the SA coverage for the Qualifying License or the Add-on SL term, unless provided otherwise in these terms. Add-ons may only be reassigned to users or devices with Qualifying Licenses. Microsoft Dynamics 365 Services Qualifying License(s) Add-on User Subscription License(s) Dynamics 365 Team Members User CAL Dynamics 365 Team Members Add-on Dynamics 365 Sales User CAL Dynamics 365 Sales Professional Add-on Dynamics 365 Sales Enterprise Add-on Dynamics 365 Customer Service User CAL Dynamics 365 Customer Service Professional Add-on Dynamics 365 Customer Service Enterprise Add-on From SA Customer may acquire From SA SLs instead of SA for fully paid, perpetual Licenses subject to the following conditions: 1. Customer has active SA or is renewing coverage for the corresponding Qualifying Licenses 2. Customer acquires no more than one From SA SL for each Qualifying License, unless provided otherwise in these terms 3. Customer acquires From SA SLs at Enrollment anniversary or renewal Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 125 Enterprise Agreement Subscription (EAS) customers with continuous subscription coverage on Qualifying Licenses for no less than three years may purchase the corresponding From SA SLs. Customers renewing an agreement may renew From SA SLs up to the number of corresponding From SA SLs expiring. As a one-time exception, when transitioning from per device licensing to per user From SA licensing for the first time, customer may purchase a greater number of From SA User SLs, if (1) Customer purchases a From SA User SL for all users of its Qualified Devices, and (2) in the case of Windows Desktop Operating System licenses, Customer adds devices as necessary to comply with the Primary User requirement in the Windows Desktop Operating System. Microsoft Dynamics 365 Services Dynamics Price List (DPL) customers with an active Dynamics Enhancement Plan for the Qualifying Licenses may purchase the corresponding Dynamics 365 From SA SLs. Volume Licensing and Dynamics Price List (DPL) customers are eligible to license the From SA SLs in a licensing program other than the one the Qualifying License was acquired. Microsoft Dynamics 365 Services (User) Qualifying License(s) From SA User SL Dynamics AX User CAL Dynamics 365 Business Central Essentials From SA Dynamics 365 Business Central Premium From SA Dynamics 365 Business Central Team Members From SA Dynamics 365 Commerce From SA Dynamics 365 Human Resources From SA Dynamics 365 Finance From SA Dynamics 365 Operations – Activity From SA Dynamics 365 Project Operations From SA* Dynamics 365 Supply Chain Management From SA Dynamics 365 Team Members From SA Dynamics C5 User CAL Dynamics GP User CAL Dynamics NAV User CAL Dynamics SL User CAL Dynamics POS Dynamics RMS Microsoft XAL User CAL Dynamics CRM User CAL Dynamics 365 Customer Service Enterprise From SA Dynamics 365 Customer Service Professional From SA Dynamics 365 Sales Enterprise From SA Dynamics 365 Sales Professional From SA Dynamics 365 Team Members From SA Dynamics 365 Team Members User CAL Dynamics 365 Team Members From SA Dynamics 365 Customer Service User CAL Dynamics 365 Customer Service Enterprise From SA Dynamics 365 Customer Service Professional From SA Dynamics 365 Operations, on-premises User CAL Dynamics 365 Commerce From SA Dynamics 365 Finance From SA Dynamics 365 Human Resources From SA Dynamics 365 Operations – Activity From SA Dynamics 365 Project Operations From SA* Dynamics 365 Supply Chain Management From SA Dynamics 365 Team Members From SA Dynamics 365 Sales User CAL Dynamics 365 Sales Enterprise From SA Dynamics 365 Sales Professional From SA Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 126 Qualifying License(s) From SA User SL Dynamics 365 Business Central, on-premises User Cal Dynamics 365 Business Central Essentials From SA Dynamics 365 Business Central Premium From SA Dynamics 365 Business Central Team Members From SA *Not eligible for CSP Microsoft Dynamics 365 Services (Device) Qualifying License(s) From SA User SL Dynamics AX Device CAL Dynamics 365 Business Central Device From SA Dynamics 365 Operations – Device From SA Dynamics GP Device CAL Dynamics NAV Device CAL Dynamics SL Device CAL Dynamics CRM Device CAL Dynamics 365 Customer Service Enterprise Device From SA Dynamics 365 Sales Enterprise Device From SA Dynamics 365 Customer Service Device CAL Dynamics 365 Customer Service Enterprise Device From SA Dynamics 365 Operations, on-premises Device CAL Dynamics 365 Operations – Device From SA Dynamics 365 Sales Device CAL Dynamics 365 Sales Enterprise Device From SA Dynamics 365 Business Central, on-premises Device CAL Dynamics 365 Business Central Device From SA Microsoft Power Platform Availability Product Program Attribute AI Builder capacity add-on Additional Product Dataverse Database Capacity Additional Product Dataverse File Capacity Additional Product Dataverse Log Capacity Additional Product Power Apps Per App Additional Product Power Apps per app plan Additional Product Power Apps plan (2000 Seat Minimum) (User SL) Additional Product Power Apps plan (User SL) Additional Product Power Apps Premium (User SL) Additional Product Power Automate Hosted RPA add-on Additional Product Power Automate per flow plan Additional Product Power Automate per user (User SL) Additional Product Power Automate per user with attended RPA plan (User SL) Additional Product Power Automate Premium (User SL) Additional Product Power Automate Process Mining Add-on Additional Product Power Automate unattended RPA Add-on (SL) Additional Product Power BI Premium (User SL) Additional Product Power BI Premium Add-On (User SL) Additional Product Power BI Premium EM1-EM3 Additional Product Power BI Premium P1 - P5 Additional Product Power BI Pro Additional Product,USGCC Power Pages Anonymous Additional Product,USGCC Power Pages Authenticated Additional Product,USGCC Power Platform Requests add-on Additional Product,USGCC Power Virtual Agents Additional Product Power Virtual Agents capacity add-on Additional Product Professional Direct Support Additional Product,USGCC Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 127 Product Conditions - General Terms of Service Universal License Terms for all Online Services Product Pool Server Promotions None Product Conditions - Program Specific Extended Term Eligible All Qualified User Exemption Power BI Pro Reduction Eligible All Reduction Eligible (SCE) All True-Up Eligible Power Automate, Power Apps Power BI Report Server - Running Instances For each Microsoft Power BI Premium P subscription license, Customer may run any number of Instances of the Power BI Report Server software in a Physical OSE or Virtual OSE on a Server dedicated to Customer's user or a Virtual OSE on shared servers on Microsoft Azure Services only. Servers used for this purpose, that are under the management or control of an entity other than Customer or one of its Affiliates, are subject to the Outsourcing Software Management clause. Customer may run the Power BI Report Server software in a Physical or Virtual OSE with up to the number of cores included under its Power BI Premium P plan. If any Virtual Core is at any time mapped to more than one Hardware Thread, Customer needs an additional subscription license for each additional Hardware Thread mapped to that Virtual Core. Power BI Report Server - Sharing Content A Power BI Pro User SL is required to publish shared Power BI reports using the Power BI Report Server. SQL Server Technology Customer may run any number of Instances of any SQL Server database software (SQL Server Standard) included in Power BI Report Server in one OSE on a Server for the limited purpose of supporting Power BI Report Server and any other product that includes SQL Server database software. Servers used for this purpose, that are under the management or control of an entity other than Customer or one of its Affiliates, are subject to the Outsourcing Software Management clause. Professional Direct Support Customer must acquire enough Professional Direct Support licenses to cover each Dynamics 365 and Power Platform license on its agreement, up to a maximum of 250 licenses. License Prerequisites User License User License Prerequisites Power Automate unattended RPA add-on Power Automate per user with attended RPA plan, or Power Automate per flow plan Power BI Premium Add-On Power BI Pro, or Microsoft 365 A5/E5, or Office 365 A5/E5 Power Virtual Agents capacity add-on Power Virtual Agents Power Automate Hosted RPA add-on Power Automate Premium per user plan Power Automate Process Mining add-on Power Automate Premium per user plan Power Platform Requests add-on Power Apps, or Power Automate, or O/M3651 , or Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 128 User License User License Prerequisites Dynamics 3652 1Select licenses as identified here2Select licenses as identified here Purchasing Minimums - All Programs Purchases of the following products require a minimum purchase of the Licenses listed in the table below. These minimums must be maintained through the term of the customers Agreement or Enrollment: Product Minimum QTY AI Builder capacity add-on Tier 1: 1 Tier 2: 10 Tier 3: 50 Power Apps portals login capacity add-on Tier 1: 1 Tier 2: 10 Tier 3: 50 Power Apps plan (2000 Seat Minimum) (User SL) 2000 Power Automate per flow plan 5 Professional Direct Support 20 (250 maximum - once met, all remaining users are covered with no additional licenses required) Power Pages Authenticated capacity pack Tier 1: 1 Tier 2: 100 Tier 3: 1000 Power Pages Anonymous capacity pack Tier 1: 1 Tier 2: 20 Tier 3: 200 Power Pages - Extended Use rights Purchases of the following products provide internal users the use rights for Power Pages Product Custom Power Pages use rights Dynamics 365 Enterprise license1 Power Pages that map to licensed Dynamics 365 application context and, Power Pages that map to the same environment as the licensed Dynamics 365 application Power Apps per app 1 Power Page Power Apps per user Unlimited Power Pages 1Dynamics 365 Sales Enterprise, Dynamics 365 Customer Service Enterprise, Dynamics 365 Field Service, Dynamics 365 Project Operations, Dynamics 365 Finance, Dynamics 365 Supply Chain Management, Dynamics 365 Commerce, Dynamics 365 Human Resources, Dynamics 365 Business Central. Service Specific Terms Notices The Bing, Bing Maps, Communication Services, H.264/AVC Visual Standard, and VC-1 Video Standard Notices apply. (refer to Notices) Inactive Dataverse Instances provided with Microsoft 365 licenses Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 129 If a Customer allows its Dataverse instance that is provided with Microsoft 365 licenses to go inactive, Microsoft may, at its discretion, disable the inactive instance and delete the Customer Data and Personal Data within it. Such Dataverse instance is inactive if for 90 days 1) no user logged into the instance, 2) no apps, bots, reports or flows have accessed the data contained in the instance, 3) no new apps, bots, reports, or flows were installed on or imported into the instance, and 4) no other actions or activities are registered in this instance through API or background processing jobs. Microsoft Power BI Definitions "Customer Application" means an application or any set of applications that adds primary and significant functionality to the Embedded Capabilities and that is not primarily a substitute for any portion of Microsoft Power BI services. "Embedded Capabilities" means the Power BI APIs and embedded views for use by an application. Hosting Exception for Embedded Capabilities Customer may create and maintain a Customer Application and, despite anything to the contrary in Customer's volume licensing agreement, combine Embedded Capabilities with Customer Data owned or licensed by Customer or a third party, to create a Customer Application using the Embedded Capabilities and the Customer Data together. Any Power BI content accessed by the Customer Application or its end users must be stored in Microsoft Power BI Premium capacity. Customer may permit third parties to access and use the Embedded Capabilities in connection with the use of that Customer Application. Customer is responsible for that use and for ensuring that these terms and the terms and conditions of Customer's volume licensing agreement are met by that use. Limitations Customer may not resell or redistribute the Microsoft Power BI services, or allow multiple users to directly or indirectly access any Microsoft Power BI feature that is made available on a per user basis. Access without a User SL A User SL is not required to view content in Power BI Premium capacity that is shared through the embed APIs or embedded views functionality. With Power BI Premium P series only, a User SL is also not required to view content in Power BI Premium capacity that is shared through the apps or email subscription features, or through Power BI Report Server. Publish to Web Customer may use the publish to web functionality to share content only on a publicly available website. Customer may not use this functionality to share content internally. Microsoft may display content published through the publish to web functionality on a public website or gallery. Microsoft Power Apps Restricted Tables Customer may not create, modify, or delete any data from tables of the type designated as "restricted" in product documentation at https://go.microsoft.com/fwlink/?linkid=868812. Customer has read-only access to such restricted tables. Non-Restricted Tables Users with a Power Apps license may create, read, update, or delete any data from tables of the type that are not designated as "restricted" in product documentation at https://go.microsoft.com/fwlink/?linkid=868812. Distributable Code Customer may use the "Wrap" feature of Power Apps to generate a software package containing a canvas app combined with certain Power Apps mobile platform components. Customer may distribute the combined package unmodified under the terms set forth in the Distributable Code section of the Universal License Terms for Software. Customer may not disassemble the combined package or distribute any components separated from the combined package. Updates Customer may be required to update the package generated from the "Wrap" feature of Power Apps to ensure packages are running on a supported version of the Power Apps mobile platform. Packages running on unsupported versions may not function. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 130 Data Use and Access for Abuse Monitoring As part of providing the Azure OpenAI service for Power Platform, Microsoft will store Inputs and Output Content, solely for debugging and to monitor for and prevent abusive or harmful uses or outputs of the service. Authorized Microsoft employees may review such data that has triggered our automated systems to investigate and verify potential abuse. Office 365 Services General Service Terms Notices The Bing Maps and Communication Services Notices apply (refer to Notices). Any onboarding, migration, or deployment services provided to Customer are subject to the Professional Services terms (refer to Professional Services terms). Core Features for Office 365 Services During the term of Customer's subscription, the Office 365 Services will substantially conform to the Core Features description provided (if any) in the Office 365 service-specific sections, subject to Product restrictions or external factors (such as the recipient, message rate, message size and mailbox size limits for e-mail; default or Customer-imposed data retention policies; search limits; storage limits; Customer or end user configurations; and meeting capacity limits). Microsoft may permanently eliminate a functionality specified in the Office 365 service specific sections only if it provides Customer a reasonable alternative functionality. Administration Portal Customer will be able to add and remove end users and domains, manage licenses, and create groups through the Microsoft Online Services Portal or its successor site. Office 365 Education If Customer's billing address is outside Europe and Customer has an Office 365 Education subscription, then notwithstanding the "Location of Customer Data at Rest for Core Online Services" section of these terms, Microsoft may provision Customer's Office 365 tenant in, transfer Customer Data to, and store Customer Data at rest anywhere within Europe or North America. If Customer's billing address is in Europe and Customer has an Office 365 Education subscription, then notwithstanding the "Location of Customer Data at Rest for Core Online Services" section of these terms, Microsoft may provision Customer's Office 365 tenant in, transfer Customer Data to, and store Customer Data at rest anywhere within the European Union. Service Encryption with Customer Key Customer assumes all risks of data deletion, inaccessibility, and service outages that result from any unavailability of an encryption key caused by Customer. Cortana The Cortana core platform service integrated within Office 365 Services, in certain instances, may allow for users to connect to Microsoft services outside the Office 365 Services; if permitted by Customer, users electing to use such services are subject to terms of use other than theses Product Terms for use of such services and with respect to which Microsoft is a data controller, as identified in product documentation. Microsoft Threat Experts Any services provided to Customer through the Microsoft Threat Experts service are subject to the Professional Services terms (refer to Professional Services). Endpoint Compliance Features If Customer does not have an active subscription to Microsoft Defender for Endpoint, an instance will automatically be provisioned for the limited purpose of enabling the endpoint features of the Compliance Services. Yammer Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 131 For Office 365 Services that include Yammer, External Users invited to Yammer via external network functionality do not need User SLs. Audio Services Availability Product Program Attribute Advanced Communications Additional Product,USGCC Audio Conferencing (User SL) Additional Product,USGCC Audio Conferencing Extended Dial-out minutes to USA/CAN (User SL) Additional Product,USGCC Calling Plan (User SL) Additional Product,USGCC Communication Credits Additional Product,USGCC Microsoft Teams Audio Conferencing w/ Dial-out to USA/CAN Additional Product Microsoft Teams Phone Standard (User SL) Additional Product,USGCC Microsoft Teams Phone Standard From SA (User SL) Additional Product Microsoft Teams Phone with Calling Plan (User SL) Additional Product Microsoft Teams Rooms Pro (Device SL) Additional Product Microsoft Teams Rooms Pro w/o Audio Conferencing (Device SL) Additional Product Microsoft Teams Shared Devices (Device SL) Additional Product,USGCC Operator Connect Conferencing (User SL) Additional Product,USGCC Product Conditions: Provides additional information related to acquiring the Product, such as prerequisites for purchase, prior versions, and the applicable Product Pool. Product Conditions - General Terms of Service Universal License Terms for all Online Services Product Pool Server Promotions None Product Conditions - Program Specific Extended Term Eligible All Qualified User Exemption None Reduction Eligible All (except for Communication Credits) Reduction Eligible (SCE) All (except for Communication Credits) True-Up Eligible All (except for Communication Credits) Communication Credits Communication Credits require an initial payment through the Office 365 Administration Portal. Microsoft will invoice Customer or its reseller immediately for each transaction including, if automatic replenishment is enabled, each time the minimum balance is reached. Any such funds not used within 12 months from the date of the transaction will be forfeited. Usage charges will be based on Microsoft's published rates when the services are used. Communication Credits are exempt from fixed pricing, notwithstanding any reference to fixed pricing under the applicable volume licensing agreement. License Prerequisites License License Prerequisites Advanced Communications Office 365 F3/E1/E3/A3/E5/A5; Microsoft 365 Business Basic/Business Standard/Business Premium/F1/F3/E3/A3/E5/A5; Microsoft Teams EEA Audio Conferencing Office 365 F3/E1/E3/A3/E5/A5; Microsoft 365 Business Basic/Business Standard/Business Premium/F1/F3/E3/A3/E5/A5; Microsoft Teams EEA Audio Conferencing for IndiaBased Users Office 365 F3/E1/E3/A3/E5/A5; Microsoft 365 F1/F3/E3/A3/E5/A5 Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 132 License License Prerequisites Audio Conferencing for IndiaBased Users E5 Users Add-on Office 365 E5/A5; Microsoft 365 E5/A5 Audio Conferencing Extended Dial-out minutes to USA/CAN Audio Conferencing; Audio Conferencing for India-Based Users; Microsoft 365 E5/A5; Office 365 E5/A5; Office 365 E5 EEA (no Teams) and Microsoft Teams EEA; Microsoft 365 E5 EEA (no Teams) and Microsoft Teams EEA; Microsoft Teams Audio Conferencing with Dial-out to USA/CAN Communications Credits Audio Conferencing; Audio Conferencing for India-Based Users; Microsoft 365 E5/A5; Microsoft 365 E5 EEA (no Teams); Office 365 E5/A5; Office 365 E5 EEA (no Teams); Microsoft Teams Audio Conferencing with Dial-out to USA/CAN Operator Connect Conferencing Office 365 F3/E1/E3/A3/E5/A5; Microsoft 365 Business Basic/Business Standard/Business Premium/F1/F3/E3/A3/E5/A5; Microsoft Teams EEA Microsoft Teams Audio Conferencing with Dial-out to USA/CAN Microsoft 365 E3/F1/F3; Office E1/E3/F3; Teams Essentials (AAD Identity); Microsoft Business Basic/Business Standard/Business Premium; Microsoft Teams EEA Microsoft Teams Phone Standard Office 365 F3/E1/E3/A1/A3; Microsoft 365 Business Basic/Business Standard/Business Premium/F1/F3/E3/A3; Microsoft Teams Essentials (AAD Identity); Microsoft Teams EEA Calling Plan Office 365 E5/A5; Microsoft 365 E5/A5; Office 365 E5 EEA (no Teams) and Microsoft Teams EEA; Microsoft 365 E5 EEA (no Teams) and Microsoft Teams EEA; Microsoft Teams Phone Standard Microsoft Teams Phone with Calling Plan Office 365 F3/E1/E3/A1/A3; Microsoft 365 Business Basic/Business Standard/Business Premium/F1/F3/E3/A3; Microsoft Teams Essentials (AAD Identity); Microsoft Teams EEA General Service Terms Notices The Bing Maps and Communication Services Notices apply (refer to Notices). Any onboarding, migration, or deployment services provided to Customer are subject to the Professional Services terms (refer to Professional Services terms). Core Features for Office 365 Services During the term of Customer's subscription, the Office 365 Services will substantially conform to the Core Features description provided (if any) in the Office 365 service-specific sections, subject to Product restrictions or external factors (such as the recipient, message rate, message size and mailbox size limits for e-mail; default or Customer-imposed data retention policies; search limits; storage limits; Customer or end user configurations; and meeting capacity limits). Microsoft may permanently eliminate a functionality specified in the Office 365 service specific sections only if it provides Customer a reasonable alternative functionality. Administration Portal Customer will be able to add and remove end users and domains, manage licenses, and create groups through the Microsoft Online Services Portal or its successor site. Office 365 Education If Customer's billing address is outside Europe and Customer has an Office 365 Education subscription, then notwithstanding the "Location of Customer Data at Rest for Core Online Services" section of these terms, Microsoft may provision Customer's Office 365 tenant in, transfer Customer Data to, and store Customer Data at rest anywhere within Europe or North America. If Customer's billing address is in Europe and Customer has an Office 365 Education subscription, then notwithstanding the "Location of Customer Data at Rest for Core Online Services" section of these terms, Microsoft may provision Customer's Office 365 tenant in, transfer Customer Data to, and store Customer Data at rest anywhere within the European Union. Service Encryption with Customer Key Customer assumes all risks of data deletion, inaccessibility, and service outages that result from any unavailability of an encryption key caused by Customer. Cortana Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 133 The Cortana core platform service integrated within Office 365 Services, in certain instances, may allow for users to connect to Microsoft services outside the Office 365 Services; if permitted by Customer, users electing to use such services are subject to terms of use other than theses Product Terms for use of such services and with respect to which Microsoft is a data controller, as identified in product documentation. Microsoft Threat Experts Any services provided to Customer through the Microsoft Threat Experts service are subject to the Professional Services terms (refer to Professional Services). Endpoint Compliance Features If Customer does not have an active subscription to Microsoft Defender for Endpoint, an instance will automatically be provisioned for the limited purpose of enabling the endpoint features of the Compliance Services. Yammer For Office 365 Services that include Yammer, External Users invited to Yammer via external network functionality do not need User SLs. Service Specific Terms Core Features for Office 365 Services Instant Messaging An end user will be able to transfer a text message to another end user in real time over an Internet Protocol network. Presence An end user will be able to set and display the end user's availability and view another end user's availability. Online Meetings An end user will be able to conduct an Internet-based meeting that has audio and video conferencing functionality with other end users. Notices The Communication Services and H.264/AVC and/or VC-1 Notices apply (refer to Notices). Common Area Communications Device A Common Area Communication Device (“CACD”) is a device shared by multiple users who do not log into the device with their Office 365 credentials and which supports calls, meetings and/or conferencing over voice, Voice over IP, and/or video. Microsoft’s Common Area Phone and Teams Rooms offerings are Device SLs that may only be assigned to a CACD. Each CACD Licensed Device may be accessed and used by any number of users. Calling Plan and Audio Conferencing Services (Calling/Conferencing Services) Exceeding the usage limitations for the applicable Calling and Conferencing service subscription plan as described in the terms of use may result in suspension of the services. Microsoft will provide reasonable notice before suspending Calling or Conferencing services, and customer will be able to make emergency calls during any period of suspension. Operator Connect Operator Connect includes Operator Connect for Microsoft Teams and Microsoft Teams Phone Mobile. Microsoft is an independent controller of Personal Data processed in connection with Operator Connect. Customer agrees to, and must notify its end users of, the following: Operator Connect enables Teams end users to communicate with others through telephony networks via Microsoft Teams. When Operator Connect is enabled by your organization, Microsoft shares information with your organization's communication services carrier (the Operator) to ensure the proper functioning of your Operator's service. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 134 Information Microsoft shares with your Operator when you use Operator Connect includes: end user phone numbers; call details and call quality data, such as caller and call recipient phone numbers; call invite and end times; call duration; certain caller identifiers; and information about service connections (e.g., IP addresses and operating systems of the caller and call recipient); and end user location information for emergency calling. Operators will be able to export and download the information listed above. This information will be handled by your Operator in accordance with your Operator's privacy practices. For more information, refer to your Operator's privacy policy and terms of use. For information about how Microsoft will handle this Personal Data, please refer to the Microsoft Privacy Statement at https://go.microsoft.com/fwlink/?LinkId=521839. From SA Customer may acquire From SA SLs instead of SA for fully paid, perpetual Licenses subject to the following conditions: 1. Customer has active SA or is renewing coverage for the corresponding Qualifying Licenses 2. Customer acquires no more than one From SA SL for each Qualifying License, unless provided otherwise in these terms 3. Customer acquires From SA SLs at Enrollment anniversary or renewal Enterprise Agreement Subscription (EAS) customers with continuous subscription coverage on Qualifying Licenses for no less than three years may purchase the corresponding From SA SLs. Customers renewing an agreement may renew From SA SLs up to the number of corresponding From SA SLs expiring. As a one-time exception, when transitioning from per device licensing to per user From SA licensing for the first time, customer may purchase a greater number of From SA User SLs, if (1) Customer purchases a From SA User SL for all users of its Qualified Devices, and (2) in the case of Windows Desktop Operating System licenses, Customer adds devices as necessary to comply with the Primary User requirement in the Windows Desktop Operating System. Microsoft Teams Phone Standard Qualifying License(s) From SA User SL Skype for Business Server Plus CAL (Device and User) Microsoft Teams Phone Standard From SA Skype for Business Plus CAL (User SL) Exchange Online Availability Product Program Attribute Exchange Online Archiving for Exchange Online (User SL) Additional Product,USGCC Exchange Online Archiving for Exchange Server (User SL) Additional Product,USGCC Exchange Online Kiosk (User SL) Additional Product,USGCC Exchange Online Plan 1 (User SL) Additional Product,USGCC Exchange Online Plan 1 Add-on (User SL) Additional Product,USGCC Exchange Online Plan 2 (User SL) Additional Product,USGCC Exchange Online Protection (User SL) Additional Product,USGCC Import Service for Office 365 Additional Product Microsoft Defender for Office 365 Plan 1 (User SL) Additional Product,USGCC Microsoft Defender for Office 365 Plan 2 (User SL) Additional Product Office 365 Data Loss Prevention (User SL) Additional Product Product Conditions: Provides additional information related to acquiring the Product, such as prerequisites for purchase, prior versions, and the applicable Product Pool. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 135 Product Conditions - General Terms of Service Universal License Terms for all Online Services Product Pool Server Promotions None Product Conditions - Program Specific Extended Term Eligible All Qualified User Exemption K only Reduction Eligible All Reduction Eligible (SCE) All True-Up Eligible All License Prerequisites License License Prerequisites Microsoft Defender for Office 365 Plan 1/Plan 2 Any Microsoft 365, Office 365, Exchange Online, SharePoint Online or OneDrive for Business plan license Office 365 Data Loss Prevention Any Microsoft 365, Office 365, Exchange Online, SharePoint Online or OneDrive for Business plan license General Service Terms Notices The Bing Maps and Communication Services Notices apply (refer to Notices). Any onboarding, migration, or deployment services provided to Customer are subject to the Professional Services terms (refer to Professional Services terms). Core Features for Office 365 Services During the term of Customer's subscription, the Office 365 Services will substantially conform to the Core Features description provided (if any) in the Office 365 service-specific sections, subject to Product restrictions or external factors (such as the recipient, message rate, message size and mailbox size limits for e-mail; default or Customer-imposed data retention policies; search limits; storage limits; Customer or end user configurations; and meeting capacity limits). Microsoft may permanently eliminate a functionality specified in the Office 365 service specific sections only if it provides Customer a reasonable alternative functionality. Administration Portal Customer will be able to add and remove end users and domains, manage licenses, and create groups through the Microsoft Online Services Portal or its successor site. Office 365 Education If Customer's billing address is outside Europe and Customer has an Office 365 Education subscription, then notwithstanding the "Location of Customer Data at Rest for Core Online Services" section of these terms, Microsoft may provision Customer's Office 365 tenant in, transfer Customer Data to, and store Customer Data at rest anywhere within Europe or North America. If Customer's billing address is in Europe and Customer has an Office 365 Education subscription, then notwithstanding the "Location of Customer Data at Rest for Core Online Services" section of these terms, Microsoft may provision Customer's Office 365 tenant in, transfer Customer Data to, and store Customer Data at rest anywhere within the European Union. Service Encryption with Customer Key Customer assumes all risks of data deletion, inaccessibility, and service outages that result from any unavailability of an encryption key caused by Customer. Cortana Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 136 The Cortana core platform service integrated within Office 365 Services, in certain instances, may allow for users to connect to Microsoft services outside the Office 365 Services; if permitted by Customer, users electing to use such services are subject to terms of use other than theses Product Terms for use of such services and with respect to which Microsoft is a data controller, as identified in product documentation. Microsoft Threat Experts Any services provided to Customer through the Microsoft Threat Experts service are subject to the Professional Services terms (refer to Professional Services). Endpoint Compliance Features If Customer does not have an active subscription to Microsoft Defender for Endpoint, an instance will automatically be provisioned for the limited purpose of enabling the endpoint features of the Compliance Services. Yammer For Office 365 Services that include Yammer, External Users invited to Yammer via external network functionality do not need User SLs. Service Specific Terms Core Features for Office 365 Services - Exchange Online Exchange Online or its successor service will have Core Features capabilities stated in the General Terms: Emails An end user will be able to send email messages, receive email messages that originate from within and outside of Customer's organization, and access the end user's mailbox. Mobile and Web Browser Access Through the Microsoft Exchange ActiveSync protocol or a successor protocol or technology, Exchange Online will enable an end user to send and receive emails and update and view calendars from a mobile device that adequately supports such a protocol or technology. An end user will be able to send email messages, receive email messages that originate from within and outside of Customer's organization, and access the end user's mailbox, all from within a compatible web browser. Retention Policies Customer will be able to establish archive and deletion policies for email messages. Deleted Item and Mailbox Recovery Customer will be able to recover the contents of a deleted mailbox and an end user will be able to recover an item that has been deleted from one of the end user's email folders. Multi-Mailbox Search Customer will be able to search for content across multiple mailboxes within its organization. Calendar An end user will be able to view a calendar and schedule appointments, meetings, and automatic replies to incoming email messages. Contacts Through an Exchange Online-provided user interface, Customer will be able to create and manage distribution groups and an organization-wide directory of mail-enabled end users, distribution groups, and external contacts. Core Features for Office 365 Services - Exchange Online Archiving Exchange Online Archiving or its successor service will have Core Features capabilities stated in the General Service Terms: Storage Customer will be able to allow an end user to store email messages. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 137 Retention Policies Customer will be able to establish archive and deletion policies for email messages distinct from policies that an end user can apply to the end user's own mailbox. Deleted Item and Mailbox Recovery Customer, through Office 365 support services, will be able to recover a deleted archive mailbox, and an end user will be able to recover an item that has been deleted from one of the end user's email folders in the end user's archive. Multi-Mailbox Search Customer will be able to search for content across multiple mailboxes within its organization. Legal Hold Customer will be able to place a "legal hold" on an end user's primary mailbox and archive mailbox to preserve the content of those mailboxes. Archiving Archiving may be used for messaging storage only with Exchange Online Plans 1 and 2 and Exchange Online Kiosk. Archiving for Exchange Server Users licensed for Exchange Server 2013 Standard Client Access License may access the Exchange Server 2013 Enterprise Client Access License features necessary to support use of Exchange Online Archiving for Exchange Server. Smartphone and Tablet Devices Each user to whom Customer assigns an Exchange Online User SL may (i) use Microsoft Outlook for mobile devices for commercial purposes and (ii) sign in to Microsoft Outlook with their work or school account on up to five smartphones and five tablets. Microsoft Outlook is also subject to the Service Specific Terms applicable to M365 Mobile Applications. Office 365 Data Loss Prevention Device License If Customer is licensed for Office 365 Data Loss Prevention by Device, all users of the Licensed Device are licensed for the Online Service. Add-ons Customer may acquire Add-ons subject to the following conditions: 1. Customer must have active SA or an active User SL for the corresponding Qualifying Licenses 2. Customer may acquire one Add-on SL for each Qualifying License(s), unless provided otherwise in these terms 3. Customer may acquire add-on SLs between true-up dates in advance of the acquisition of the Qualifying Licenses Add-ons expire upon the earlier of the expiration of the SA coverage for the Qualifying License or the Add-on SL term, unless provided otherwise in these terms. Add-ons may only be reassigned to users or devices with Qualifying Licenses. Exchange Online Qualifying License(s) Add-on User Subscription License(s) Exchange Standard CAL Core CAL Suite Exchange Online Plan 1 Add-on (User SL) Microsoft 365 Applications Availability Product Program Attribute Microsoft 365 Apps for enterprise (Device SL) Enterprise Online Service Microsoft 365 Apps for enterprise (User SL) Enterprise Online Service Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 138 Microsoft 365 Apps for enterprise From SA (User SL) Enterprise Online Service Product Conditions: Provides additional information related to acquiring the Product, such as prerequisites for purchase, prior versions, and the applicable Product Pool. Product Conditions - General Terms of Service Universal License Terms for all Online Services Product Pool All - Applications Promotions None Product Conditions - Program Specific Extended Term Eligible All Qualified User Exemption None Reduction Eligible All Reduction Eligible (SCE) None True-Up Eligible All (except From SA) Office View/Print for Office for the Web Users Users licensed with an Office 365 or Microsoft 365 license may use Microsoft 365 Apps for enterprise in Reduced Functionality Mode to view and print files. Microsoft 365 Apps for business Customer may not provision more than 300 user subscription licenses. General Service Terms Notices The Bing Maps and Communication Services Notices apply (refer to Notices). Any onboarding, migration, or deployment services provided to Customer are subject to the Professional Services terms (refer to Professional Services terms). Core Features for Office 365 Services During the term of Customer's subscription, the Office 365 Services will substantially conform to the Core Features description provided (if any) in the Office 365 service-specific sections, subject to Product restrictions or external factors (such as the recipient, message rate, message size and mailbox size limits for e-mail; default or Customer-imposed data retention policies; search limits; storage limits; Customer or end user configurations; and meeting capacity limits). Microsoft may permanently eliminate a functionality specified in the Office 365 service specific sections only if it provides Customer a reasonable alternative functionality. Administration Portal Customer will be able to add and remove end users and domains, manage licenses, and create groups through the Microsoft Online Services Portal or its successor site. Office 365 Education If Customer's billing address is outside Europe and Customer has an Office 365 Education subscription, then notwithstanding the "Location of Customer Data at Rest for Core Online Services" section of these terms, Microsoft may provision Customer's Office 365 tenant in, transfer Customer Data to, and store Customer Data at rest anywhere within Europe or North America. If Customer's billing address is in Europe and Customer has an Office 365 Education subscription, then notwithstanding the "Location of Customer Data at Rest for Core Online Services" section of these terms, Microsoft may provision Customer's Office 365 tenant in, transfer Customer Data to, and store Customer Data at rest anywhere within the European Union. Service Encryption with Customer Key Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 139 Customer assumes all risks of data deletion, inaccessibility, and service outages that result from any unavailability of an encryption key caused by Customer. Cortana The Cortana core platform service integrated within Office 365 Services, in certain instances, may allow for users to connect to Microsoft services outside the Office 365 Services; if permitted by Customer, users electing to use such services are subject to terms of use other than theses Product Terms for use of such services and with respect to which Microsoft is a data controller, as identified in product documentation. Microsoft Threat Experts Any services provided to Customer through the Microsoft Threat Experts service are subject to the Professional Services terms (refer to Professional Services). Endpoint Compliance Features If Customer does not have an active subscription to Microsoft Defender for Endpoint, an instance will automatically be provisioned for the limited purpose of enabling the endpoint features of the Compliance Services. Yammer For Office 365 Services that include Yammer, External Users invited to Yammer via external network functionality do not need User SLs. Service Specific Terms The following terms apply only to Microsoft 365 Apps for enterprise Office Home & Student 2013 RT Commercial Use The commercial use restriction for Office Home & Student 2013 RT is waived for each Microsoft 365 Apps for enterprise User SL. Except as provided in this section, the terms provided with the Office Home & Student 2013 RT License will govern. Office Online Server For each Microsoft 365 Apps for enterprise subscription, Customer may install any number of copies of Office Online Server on any Server. Any server that is under the management or control of an entity other than Customer or one of its Affiliates is subject to the Outsourcing Software Management terms. Each Microsoft 365 Apps for enterprise user may use the Office Online Server software. This provision does not apply to Customers that license this Product under the Microsoft Online Subscription Agreement, Microsoft Cloud Agreement, or other Microsoft agreement that cover Online Services only. Installation and Use Rights Each user to whom Customer assigns a User SL must have a work or school account in order to use the software provided with the subscription. These users: may activate the software provided with the SL on up to five concurrent OSEs for local or remote use; may also install and use the software, with shared computer activation, on a shared device, a Network Server, or on Microsoft Azure. This shared computer activation provision only applies to Customers licensed for Microsoft 365 Apps for business when Microsoft 365 Apps for business is licensed as a component of Microsoft 365 Business Premium; must connect each device upon which user has installed the software to the Internet at least once every 30 days or the functionality of the software may be affected; and may use Internet-connected Online Services provided as part of these licenses [and governed by these terms]. Additionally, if permitted by Customer, users may elect to use connected services subject to terms of use other than these terms and with respect to which Microsoft is a data controller, as identified in product documentation. o The Online Services will permit Customer to enable or disable these optional connected services; and o Customer is responsible for evaluating, enabling or disabling the availability to its users of optional connected services. Device-Based Subscription License Each Device SL permits use of the software provided with the subscription. Users of a Licensed Device: Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 140 may activate and use the software provided on one OSE on the Licensed Device; or may install and use the software remotely from the Licensed Device on one OSE on a Network Server, or on Microsoft Azure. Customer must connect each OSE on which the software is installed to the Internet at least once every 90 days, or the functionality of the software may be affected. Smartphone and Tablet Devices Each user to whom Customer assigns a Microsoft 365 Apps for business or Microsoft 365 Apps for enterprise User SL may (i) use Microsoft Office for mobile devices for commercial purposes and (ii) sign in to Microsoft Office with their work or school account on up to five smartphones and five tablets. When versions of Microsoft Word, Excel, PowerPoint, Outlook, OneDrive, and Teams applications for mobile devices (“M365 Mobile Applications”) are used with a work or school account to access Online Services governed by these terms, the terms that govern the relevant Online Service apply to that use of the M365 Mobile Applications. Microsoft’s commitments related to M365 Mobile Applications do not extend to data processing, policies, or practices of third-party providers of mobile platforms on which the mobile applications operate (e.g., Apple, Google). From SA Customer may acquire From SA SLs instead of SA for fully paid, perpetual Licenses subject to the following conditions: 1. Customer has active SA or is renewing coverage for the corresponding Qualifying Licenses 2. Customer acquires no more than one From SA SL for each Qualifying License, unless provided otherwise in these terms 3. Customer acquires From SA SLs at Enrollment anniversary or renewal Enterprise Agreement Subscription (EAS) customers with continuous subscription coverage on Qualifying Licenses for no less than three years may purchase the corresponding From SA SLs. Customers renewing an agreement may renew From SA SLs up to the number of corresponding From SA SLs expiring. As a one-time exception, when transitioning from per device licensing to per user From SA licensing for the first time, customer may purchase a greater number of From SA User SLs, if (1) Customer purchases a From SA User SL for all users of its Qualified Devices, and (2) in the case of Windows Desktop Operating System licenses, Customer adds devices as necessary to comply with the Primary User requirement in the Windows Desktop Operating System. Microsoft 365 Applications Qualifying License(s) From SA User SL Office Professional Plus Microsoft 365 Apps for enterprise From SA Microsoft Stream (Classic) Availability Product Program Attribute Microsoft Stream (Classic) (User SL) Additional Product Microsoft Stream Storage Add-on (Classic) (500GB) Additional Product Product Conditions: Provides additional information related to acquiring the Product, such as prerequisites for purchase, prior versions, and the applicable Product Pool. Product Conditions - General Terms of Service Universal License Terms for all Online Services Product Pool Server Promotions N/A Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 141 Product Conditions - Program Specific Extended Term Eligible All Qualified User Exemption None Reduction Eligible All Reduction Eligible (SCE) All True-Up Eligible All General Service Terms Notices The Bing Maps and Communication Services Notices apply (refer to Notices). Any onboarding, migration, or deployment services provided to Customer are subject to the Professional Services terms (refer to Professional Services terms). Core Features for Office 365 Services During the term of Customer's subscription, the Office 365 Services will substantially conform to the Core Features description provided (if any) in the Office 365 service-specific sections, subject to Product restrictions or external factors (such as the recipient, message rate, message size and mailbox size limits for e-mail; default or Customer-imposed data retention policies; search limits; storage limits; Customer or end user configurations; and meeting capacity limits). Microsoft may permanently eliminate a functionality specified in the Office 365 service specific sections only if it provides Customer a reasonable alternative functionality. Administration Portal Customer will be able to add and remove end users and domains, manage licenses, and create groups through the Microsoft Online Services Portal or its successor site. Office 365 Education If Customer's billing address is outside Europe and Customer has an Office 365 Education subscription, then notwithstanding the "Location of Customer Data at Rest for Core Online Services" section of these terms, Microsoft may provision Customer's Office 365 tenant in, transfer Customer Data to, and store Customer Data at rest anywhere within Europe or North America. If Customer's billing address is in Europe and Customer has an Office 365 Education subscription, then notwithstanding the "Location of Customer Data at Rest for Core Online Services" section of these terms, Microsoft may provision Customer's Office 365 tenant in, transfer Customer Data to, and store Customer Data at rest anywhere within the European Union. Service Encryption with Customer Key Customer assumes all risks of data deletion, inaccessibility, and service outages that result from any unavailability of an encryption key caused by Customer. Cortana The Cortana core platform service integrated within Office 365 Services, in certain instances, may allow for users to connect to Microsoft services outside the Office 365 Services; if permitted by Customer, users electing to use such services are subject to terms of use other than theses Product Terms for use of such services and with respect to which Microsoft is a data controller, as identified in product documentation. Microsoft Threat Experts Any services provided to Customer through the Microsoft Threat Experts service are subject to the Professional Services terms (refer to Professional Services). Endpoint Compliance Features If Customer does not have an active subscription to Microsoft Defender for Endpoint, an instance will automatically be provisioned for the limited purpose of enabling the endpoint features of the Compliance Services. Yammer Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 142 For Office 365 Services that include Yammer, External Users invited to Yammer via external network functionality do not need User SLs. Service Specific Terms Notices The H.264/AVC Visual Standard, VC-1 Video Standard, and H.265/HEVC Notices apply (refer to Notices). Stream Live Events Stream Live Events are subject to the following: 1. Stream Live Events may not be greater than four (4) hours in length; 2. Stream Live Events attendees may not exceed 10,000; and 3. Stream Live Events are limited to fifteen (15) per customer at any single point in time. Microsoft Teams Availability Product Program Attribute Microsoft Teams EEA Additional Product Microsoft Teams Premium Additional Product Product Conditions: Provides additional information related to acquiring the Product, such as prerequisites for purchase, prior versions, and the applicable Product Pool. Product Conditions: Terms of Service Universal License Terms for all Online Services Product Pool None Promotions None Product Conditions - Program Specific Extended Term Eligible Microsoft Teams Premium Qualified User Exemption None Reduction Eligible Microsoft Teams Premium Reduction Eligible (SCE) N/A True-Up Eligible Microsoft Teams Premium License Prerequisites License License Prerequisites Microsoft Teams Premium Microsoft 365 Business Basic/Business Standard/Business Premium/F1/F3/A1/A3/A5/E1/E3/E5; Office 365 F1/F3/A1/A3/A5/E1/E3/E5; Teams Essentials; Microsoft Teams EEA General Service Terms Notices Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 143 The Bing Maps and Communication Services Notices apply (refer to Notices). Any onboarding, migration, or deployment services provided to Customer are subject to the Professional Services terms (refer to Professional Services terms). Core Features for Office 365 Services During the term of Customer's subscription, the Office 365 Services will substantially conform to the Core Features description provided (if any) in the Office 365 service-specific sections, subject to Product restrictions or external factors (such as the recipient, message rate, message size and mailbox size limits for e-mail; default or Customer-imposed data retention policies; search limits; storage limits; Customer or end user configurations; and meeting capacity limits). Microsoft may permanently eliminate a functionality specified in the Office 365 service specific sections only if it provides Customer a reasonable alternative functionality. Administration Portal Customer will be able to add and remove end users and domains, manage licenses, and create groups through the Microsoft Online Services Portal or its successor site. Office 365 Education If Customer's billing address is outside Europe and Customer has an Office 365 Education subscription, then notwithstanding the "Location of Customer Data at Rest for Core Online Services" section of these terms, Microsoft may provision Customer's Office 365 tenant in, transfer Customer Data to, and store Customer Data at rest anywhere within Europe or North America. If Customer's billing address is in Europe and Customer has an Office 365 Education subscription, then notwithstanding the "Location of Customer Data at Rest for Core Online Services" section of these terms, Microsoft may provision Customer's Office 365 tenant in, transfer Customer Data to, and store Customer Data at rest anywhere within the European Union. Service Encryption with Customer Key Customer assumes all risks of data deletion, inaccessibility, and service outages that result from any unavailability of an encryption key caused by Customer. Cortana The Cortana core platform service integrated within Office 365 Services, in certain instances, may allow for users to connect to Microsoft services outside the Office 365 Services; if permitted by Customer, users electing to use such services are subject to terms of use other than theses Product Terms for use of such services and with respect to which Microsoft is a data controller, as identified in product documentation. Microsoft Threat Experts Any services provided to Customer through the Microsoft Threat Experts service are subject to the Professional Services terms (refer to Professional Services). Endpoint Compliance Features If Customer does not have an active subscription to Microsoft Defender for Endpoint, an instance will automatically be provisioned for the limited purpose of enabling the endpoint features of the Compliance Services. Yammer For Office 365 Services that include Yammer, External Users invited to Yammer via external network functionality do not need User SLs. Service Specific Terms Notices The H.264/AVC Notice applies to all Office 365 Services that include Microsoft Teams (refer to Notices). External User Entitlements and Meeting Join License Requirements User SLs are not required for any user to join meetings, webinars, and live events hosted by licensed users. User SLs are also not required for External Users to participate in Teams channels as a Guest with a Microsoft Entra External ID. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 144 Health Sector Customers Customer is solely responsible for: (1) the accuracy and adequacy of information and Data furnished through use of Microsoft Teams; (2) implementing a secure application-to-application authentication method between any Customer application and/or service and Microsoft Teams; (3) obtaining appropriate consent from end users in connection with end user's and Customer's use of Microsoft Teams; and (4) displaying appropriate warnings, disclaimers, and acknowledgements to end users in connection with end user's and Customers use of Microsoft Teams. Any information provided by Customer or its patients in Microsoft Teams (including meeting recordings if enabled by Customer, or any Microsoft Teams apps enabling virtual appointment services) that's necessary for medical records continuity or retention purposes should be downloaded, copied, and/or notated directly in such records by Customer. This service does not maintain legal medical record or a designated record set. Trials Microsoft Teams Exploratory Experience may only be initiated by individual end users. Customer may not initiate a Microsoft Teams Exploratory Experience on behalf of end user employees. This offer is not valid for users that have formerly used Teams from a paid, unpaid or trial license. Office 365 Suites Availability Product Program Attribute Microsoft Teams EEA Additional Product Office 365 E1 and E3 (User SL) Enterprise Online Service,USGCC Office 365 E1 and E3 Add-on (User SL) Enterprise Online Service,USGCC Office 365 E1 and E3 EEA (no Teams) (User SL) Enterprise Online Service Office 365 E1 and E3 From SA (User SL) Enterprise Online Service,USGCC Office 365 E1 and E3 From SA EEA (no Teams) (User SL) Enterprise Online Service Office 365 E3 without Apps for enterprise Add-on (User SL) Enterprise Online Service,USGCC Office 365 E5 (User SL) Enterprise Online Service,USGCC Office 365 E5 Add-on (User SL) Enterprise Online Service Office 365 E5 EEA (no Teams) (User SL) Enterprise Online Service Office 365 E5 From SA (User SL) Enterprise Online Service,USGCC Office 365 E5 From SA EEA (no Teams) (User SL) Enterprise Online Service Office 365 E5 with calling minutes (User SL) Enterprise Online Service,USGCC Office 365 Multi-Geo Add-on (User SL) Additional Product Product Conditions: Provides additional information related to acquiring the Product, such as prerequisites for purchase, prior versions, and the applicable Product Pool. Product Conditions - General Terms of Service Universal License Terms for all Online Services Product Pool All Application and Server (E1 and F3, Server only. Office 365 Multi-Geo Application only), MPSA - All Application only Promotions None Product Conditions - Program Specific Extended Term Eligible E1/E3/E5, A3/A5, F3, Office 365 Multi-Geo Qualified User Exemption F only Reduction Eligible All True-Up Eligible All (except from SA) Smartphone and Tablet Devices Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 145 Each Office 365 A1, E1, F3, and Business Basic user to whom Customer assigns a User SL may (i) use Microsoft Office for mobile devices for commercial purposes and (ii) sign into Microsoft Office with their org ID on up to five smartphones and five tablets with integrated screens 10.9" diagonally or less. Multi-Geo Capabilities in Microsoft 365 Multi-Geo Capabilities in Microsoft 365 subscriptions are subject to the following requirement: A customer or CSP partner must purchase Multi-Geo Add-on SKU for a minimum of 5% of the total seats in the Microsoft 365 subscriptions. Multi-Geo is available as an Add-on SKU to the following Microsoft 365 subscriptions: Microsoft 365 F1/F3/E3/E5; Office 365 F3/E1/E3/E5; Exchange Online; SharePoint Online; OneDrive for Business. Project for the web data Users licensed with an Office 365 license are granted view rights access to Project for the web Customer Data only on Tenants that have a Microsoft Project Plan 1/3/5 license(s). These rights do not grant access to Power Platform applications or other data sets. Office 365 EEA (no Teams) and Microsoft Teams EEA Customers in European Economic Area (EEA) countries and Switzerland may acquire and use Office 365 EEA (no Teams) and Microsoft Teams EEA Licenses. Licensing terms for equivalent suites that include Microsoft Teams are applicable to EEA suites. License Prerequisites License License Prerequisites Office 365 Multi-Geo Add-on Any Microsoft 365, Office 365, Exchange Online, SharePoint Online or OneDrive for Business plan license General Service Terms Notices The Bing Maps and Communication Services Notices apply (refer to Notices). Any onboarding, migration, or deployment services provided to Customer are subject to the Professional Services terms (refer to Professional Services terms). Core Features for Office 365 Services During the term of Customer's subscription, the Office 365 Services will substantially conform to the Core Features description provided (if any) in the Office 365 service-specific sections, subject to Product restrictions or external factors (such as the recipient, message rate, message size and mailbox size limits for e-mail; default or Customer-imposed data retention policies; search limits; storage limits; Customer or end user configurations; and meeting capacity limits). Microsoft may permanently eliminate a functionality specified in the Office 365 service specific sections only if it provides Customer a reasonable alternative functionality. Administration Portal Customer will be able to add and remove end users and domains, manage licenses, and create groups through the Microsoft Online Services Portal or its successor site. Office 365 Education If Customer's billing address is outside Europe and Customer has an Office 365 Education subscription, then notwithstanding the "Location of Customer Data at Rest for Core Online Services" section of these terms, Microsoft may provision Customer's Office 365 tenant in, transfer Customer Data to, and store Customer Data at rest anywhere within Europe or North America. If Customer's billing address is in Europe and Customer has an Office 365 Education subscription, then notwithstanding the "Location of Customer Data at Rest for Core Online Services" section of these terms, Microsoft may provision Customer's Office 365 tenant in, transfer Customer Data to, and store Customer Data at rest anywhere within the European Union. Service Encryption with Customer Key Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 146 Customer assumes all risks of data deletion, inaccessibility, and service outages that result from any unavailability of an encryption key caused by Customer. Cortana The Cortana core platform service integrated within Office 365 Services, in certain instances, may allow for users to connect to Microsoft services outside the Office 365 Services; if permitted by Customer, users electing to use such services are subject to terms of use other than theses Product Terms for use of such services and with respect to which Microsoft is a data controller, as identified in product documentation. Microsoft Threat Experts Any services provided to Customer through the Microsoft Threat Experts service are subject to the Professional Services terms (refer to Professional Services). Endpoint Compliance Features If Customer does not have an active subscription to Microsoft Defender for Endpoint, an instance will automatically be provisioned for the limited purpose of enabling the endpoint features of the Compliance Services. Yammer For Office 365 Services that include Yammer, External Users invited to Yammer via external network functionality do not need User SLs. Add-ons Customer may acquire Add-ons subject to the following conditions: 1. Customer must have active SA or an active User SL for the corresponding Qualifying Licenses 2. Customer may acquire one Add-on SL for each Qualifying License(s), unless provided otherwise in these terms 3. Customer may acquire add-on SLs between true-up dates in advance of the acquisition of the Qualifying Licenses Add-ons expire upon the earlier of the expiration of the SA coverage for the Qualifying License or the Add-on SL term, unless provided otherwise in these terms. Add-ons may only be reassigned to users or devices with Qualifying Licenses. Office 365 Suites Add-on User SLs provide Licensed Users server software access rights equivalent to the Qualifying License from any device. Qualifying License(s) Add-on User Subscription License(s) Core CAL Suite, or Core CAL Suite Bridge for Enterprise Mobility + Security Office 365 E1 Add-on Exchange Online Plan 1 Add-on SharePoint Online Plan 1 Add-on Core CAL Suite, or Enterprise CAL Suite, or Core CAL Suite Bridge for Enterprise Mobility + Security, or Enterprise CAL Suite Bridge for Enterprise Mobility + Security Office 365 E3 without Apps for enterprise Add-ons Office 365 A5 Add-on Core CAL Suite and Office Professional Plus, or Core CAL Suite Bridge for Enterprise Mobility + Security and Office Professional Plus, or Enterprise CAL Suite and Office Professional Plus, or Enterprise CAL Suite Bridge for Enterprise Mobility+ Security and Office Professional Plus Office 365 A3/E3 Add-on Office 365 E5 Add-on Office 365 A5 Add-on Office Professional Plus Office 365 E3 Add-on (Available under Open Value Organization Wide and Open Value Subscription Only) Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 147 From SA Customer may acquire From SA SLs instead of SA for fully paid, perpetual Licenses subject to the following conditions: 1. Customer has active SA or is renewing coverage for the corresponding Qualifying Licenses 2. Customer acquires no more than one From SA SL for each Qualifying License, unless provided otherwise in these terms 3. Customer acquires From SA SLs at Enrollment anniversary or renewal Enterprise Agreement Subscription (EAS) customers with continuous subscription coverage on Qualifying Licenses for no less than three years may purchase the corresponding From SA SLs. Customers renewing an agreement may renew From SA SLs up to the number of corresponding From SA SLs expiring. As a one-time exception, when transitioning from per device licensing to per user From SA licensing for the first time, customer may purchase a greater number of From SA User SLs, if (1) Customer purchases a From SA User SL for all users of its Qualified Devices, and (2) in the case of Windows Desktop Operating System licenses, Customer adds devices as necessary to comply with the Primary User requirement in the Windows Desktop Operating System. Office 365 Suites Office 365 (E1, E3, E4, E5) From SA User SLs provide the same SA Benefits as the Qualifying Licenses. From SA User SLs require the corresponding CAL Suite Bridges or USLs listed below: From SA User SL Qualifying License(s) Required CAL Suite Bridge or USL Office 365 E1 From SA Core CAL Suite Office 365 (E3, E4, E5) From Core CAL Bridge for Office 365 or Enterprise Mobility + Security SA Office Professional Plus and Core CAL Suite Office 365 (E3, E4, E5) From SA Office Professional Plus and Enterprise CAL Suite Enterprise CAL Bridge for Office 365 or Enterprise Mobility + Security Office for the web General Service Terms Notices The Bing Maps and Communication Services Notices apply (refer to Notices). Any onboarding, migration, or deployment services provided to Customer are subject to the Professional Services terms (refer to Professional Services terms). Core Features for Office 365 Services During the term of Customer's subscription, the Office 365 Services will substantially conform to the Core Features description provided (if any) in the Office 365 service-specific sections, subject to Product restrictions or external factors (such as the recipient, message rate, message size and mailbox size limits for e-mail; default or Customer-imposed data retention policies; search limits; storage limits; Customer or end user configurations; and meeting capacity limits). Microsoft may permanently eliminate a functionality specified in the Office 365 service specific sections only if it provides Customer a reasonable alternative functionality. Administration Portal Customer will be able to add and remove end users and domains, manage licenses, and create groups through the Microsoft Online Services Portal or its successor site. Office 365 Education If Customer's billing address is outside Europe and Customer has an Office 365 Education subscription, then notwithstanding the "Location of Customer Data at Rest for Core Online Services" section of these terms, Microsoft may provision Customer's Office 365 tenant in, transfer Customer Data to, and store Customer Data at rest anywhere within Europe or North America. If Customer's billing address is in Europe and Customer has an Office 365 Education subscription, then notwithstanding the "Location of Customer Data at Rest for Core Online Services" section of these terms, Microsoft may provision Customer's Office 365 tenant in, transfer Customer Data to, and store Customer Data at rest anywhere within the European Union. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 148 Service Encryption with Customer Key Customer assumes all risks of data deletion, inaccessibility, and service outages that result from any unavailability of an encryption key caused by Customer. Cortana The Cortana core platform service integrated within Office 365 Services, in certain instances, may allow for users to connect to Microsoft services outside the Office 365 Services; if permitted by Customer, users electing to use such services are subject to terms of use other than theses Product Terms for use of such services and with respect to which Microsoft is a data controller, as identified in product documentation. Microsoft Threat Experts Any services provided to Customer through the Microsoft Threat Experts service are subject to the Professional Services terms (refer to Professional Services). Endpoint Compliance Features If Customer does not have an active subscription to Microsoft Defender for Endpoint, an instance will automatically be provisioned for the limited purpose of enabling the endpoint features of the Compliance Services. Yammer For Office 365 Services that include Yammer, External Users invited to Yammer via external network functionality do not need User SLs. Service Specific Terms Core Features for Office 365 Services Office for the web or its successor service will have the following Core Features capabilities stated in the General Terms: An end user will be able to create, view, and edit documents in Microsoft Word, Excel, PowerPoint, and OneNote file types that are supported by Office for the web or its successor service. External Users External Users invited to site collections via Share-by-Mail functionality do not need User SLs with Office for the web. OneDrive for Business Availability Product Program Attribute OneDrive for Business Plan 1 and 2 (User SL) Additional Product,USGCC Product Conditions: Provides additional information related to acquiring the Product, such as prerequisites for purchase, prior versions, and the applicable Product Pool. Product Conditions - General Terms of Service Universal License Terms for all Online Services Product Pool Server Promotions None Product Conditions - Program Specific Extended Term Eligible All Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 149 Product Conditions - Program Specific Reduction Eligible All Reduction Eligible (SCE) All Qualified User Exemption None True-Up Eligible All Prerequisite None General Service Terms Notices The Bing Maps and Communication Services Notices apply (refer to Notices). Any onboarding, migration, or deployment services provided to Customer are subject to the Professional Services terms (refer to Professional Services terms). Core Features for Office 365 Services During the term of Customer's subscription, the Office 365 Services will substantially conform to the Core Features description provided (if any) in the Office 365 service-specific sections, subject to Product restrictions or external factors (such as the recipient, message rate, message size and mailbox size limits for e-mail; default or Customer-imposed data retention policies; search limits; storage limits; Customer or end user configurations; and meeting capacity limits). Microsoft may permanently eliminate a functionality specified in the Office 365 service specific sections only if it provides Customer a reasonable alternative functionality. Administration Portal Customer will be able to add and remove end users and domains, manage licenses, and create groups through the Microsoft Online Services Portal or its successor site. Office 365 Education If Customer's billing address is outside Europe and Customer has an Office 365 Education subscription, then notwithstanding the "Location of Customer Data at Rest for Core Online Services" section of these terms, Microsoft may provision Customer's Office 365 tenant in, transfer Customer Data to, and store Customer Data at rest anywhere within Europe or North America. If Customer's billing address is in Europe and Customer has an Office 365 Education subscription, then notwithstanding the "Location of Customer Data at Rest for Core Online Services" section of these terms, Microsoft may provision Customer's Office 365 tenant in, transfer Customer Data to, and store Customer Data at rest anywhere within the European Union. Service Encryption with Customer Key Customer assumes all risks of data deletion, inaccessibility, and service outages that result from any unavailability of an encryption key caused by Customer. Cortana The Cortana core platform service integrated within Office 365 Services, in certain instances, may allow for users to connect to Microsoft services outside the Office 365 Services; if permitted by Customer, users electing to use such services are subject to terms of use other than theses Product Terms for use of such services and with respect to which Microsoft is a data controller, as identified in product documentation. Microsoft Threat Experts Any services provided to Customer through the Microsoft Threat Experts service are subject to the Professional Services terms (refer to Professional Services). Endpoint Compliance Features If Customer does not have an active subscription to Microsoft Defender for Endpoint, an instance will automatically be provisioned for the limited purpose of enabling the endpoint features of the Compliance Services. Yammer Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 150 For Office 365 Services that include Yammer, External Users invited to Yammer via external network functionality do not need User SLs. Service Specific Terms External Users External Users invited to site collections via Share-by-Mail functionality do not need User SLs with OneDrive for Business. Project Availability Product Program Attribute Project Essentials (User SL) Additional Product,USGCC Project Essentials Add-on (User SL) Additional Product,USGCC Project Plan 1 (User SL) Additional Product,USGCC Project Plan 1 Add-on (User SL) Additional Product,USGCC Project Plan 3 (User SL) Additional Product,USGCC Project Plan 3 Add-on (User SL) Additional Product,USGCC Project Plan 3 From SA (User SL) Additional Product,USGCC Project Plan 5 (User SL) Additional Product,USGCC Project Plan 5 Add-on (User SL) Additional Product,USGCC Project Plan 5 From SA (User SL) USGCC Product Conditions: Provides additional information related to acquiring the Product, such as prerequisites for purchase, prior versions, and the applicable Product Pool. Product Conditions - General Terms of Service Universal License Terms for all Online Services Product Pool Server, MPSA - All Application only Promotions None Product Conditions - Program Specific Extended Term Eligible All Qualified User Exemption None Reduction Eligible All Reduction Eligible (SCE) All True-Up Eligible All (except From SA) Deployment Rights for Project Project Plan 3/5 licensed users may install and use a copy of Project Standard/Professional 2016 or a prior version on devices licensed for and running Office Standard/Professional Plus. Devices licensed for Office Professional Plus by way of the Microsoft 365 From SA Office Professional Plus user entitlement are also eligible. General Service Terms Notices The Bing Maps and Communication Services Notices apply (refer to Notices). Any onboarding, migration, or deployment services provided to Customer are subject to the Professional Services terms (refer to Professional Services terms). Core Features for Office 365 Services Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 151 During the term of Customer's subscription, the Office 365 Services will substantially conform to the Core Features description provided (if any) in the Office 365 service-specific sections, subject to Product restrictions or external factors (such as the recipient, message rate, message size and mailbox size limits for e-mail; default or Customer-imposed data retention policies; search limits; storage limits; Customer or end user configurations; and meeting capacity limits). Microsoft may permanently eliminate a functionality specified in the Office 365 service specific sections only if it provides Customer a reasonable alternative functionality. Administration Portal Customer will be able to add and remove end users and domains, manage licenses, and create groups through the Microsoft Online Services Portal or its successor site. Office 365 Education If Customer's billing address is outside Europe and Customer has an Office 365 Education subscription, then notwithstanding the "Location of Customer Data at Rest for Core Online Services" section of these terms, Microsoft may provision Customer's Office 365 tenant in, transfer Customer Data to, and store Customer Data at rest anywhere within Europe or North America. If Customer's billing address is in Europe and Customer has an Office 365 Education subscription, then notwithstanding the "Location of Customer Data at Rest for Core Online Services" section of these terms, Microsoft may provision Customer's Office 365 tenant in, transfer Customer Data to, and store Customer Data at rest anywhere within the European Union. Service Encryption with Customer Key Customer assumes all risks of data deletion, inaccessibility, and service outages that result from any unavailability of an encryption key caused by Customer. Cortana The Cortana core platform service integrated within Office 365 Services, in certain instances, may allow for users to connect to Microsoft services outside the Office 365 Services; if permitted by Customer, users electing to use such services are subject to terms of use other than theses Product Terms for use of such services and with respect to which Microsoft is a data controller, as identified in product documentation. Microsoft Threat Experts Any services provided to Customer through the Microsoft Threat Experts service are subject to the Professional Services terms (refer to Professional Services). Endpoint Compliance Features If Customer does not have an active subscription to Microsoft Defender for Endpoint, an instance will automatically be provisioned for the limited purpose of enabling the endpoint features of the Compliance Services. Yammer For Office 365 Services that include Yammer, External Users invited to Yammer via external network functionality do not need User SLs. Service Specific Terms Installation and Use Rights for Project application Each user to whom Customer assigns a Project Plan 3 or Plan 5 User SL must have a Microsoft Account in order to use the software provided with the subscription. These users: may activate the software provided with the SL on up to five concurrent OSEs for local or remote use; may also install and use the software, with shared computer activation, on a shared device, a Network Server, or on Microsoft Azure. must connect each device upon which user has installed the software to the Internet at least once every 30 days or the functionality of the software may be affected. may use Internet-connected Online Services provided as part of these licenses [and governed by these terms]. Additionally, if permitted by Customer, users may elect to use connected services subject to terms of use other than these terms and with respect to which Microsoft is a data controller, as identified in product documentation. o The Online Services will permit Customer to enable or disable these optional connected services; and Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 152 o Customer is responsible for evaluating, enabling or disabling the availability to its users of optional connected services. Customers may deploy eligible products on Amazon WorkSpaces. See Amazon WorkSpaces Deployments for more information. Use of SharePoint Online Rights to the SharePoint Online functionality provided with a Project Plan 3 or Plan 5 SL are limited to storing and accessing data in support of Project. Universal Resource Scheduling Customers with a Microsoft Project Plan 1/3/5 license(s) are only permitted to use Universal Resource Scheduling to schedule Project and Task tables within the context of a project. Add-ons Customer may acquire Add-ons subject to the following conditions: 1. Customer must have active SA or an active User SL for the corresponding Qualifying Licenses 2. Customer may acquire one Add-on SL for each Qualifying License(s), unless provided otherwise in these terms 3. Customer may acquire add-on SLs between true-up dates in advance of the acquisition of the Qualifying Licenses Add-ons expire upon the earlier of the expiration of the SA coverage for the Qualifying License or the Add-on SL term, unless provided otherwise in these terms. Add-ons may only be reassigned to users or devices with Qualifying Licenses. Project Qualifying License(s) Add-on User Subscription License(s) Project Professional Project Plan 3 Add-on Project Plan 5 Add-on Project Standard Project Plan 3 Add-on Project Plan 5 Add-on Project Server CAL Project Essentials Add-on Project Plan 3 Add-on Project Plan 5 Add-on From SA Customer may acquire From SA SLs instead of SA for fully paid, perpetual Licenses subject to the following conditions: 1. Customer has active SA or is renewing coverage for the corresponding Qualifying Licenses 2. Customer acquires no more than one From SA SL for each Qualifying License, unless provided otherwise in these terms 3. Customer acquires From SA SLs at Enrollment anniversary or renewal Enterprise Agreement Subscription (EAS) customers with continuous subscription coverage on Qualifying Licenses for no less than three years may purchase the corresponding From SA SLs. Customers renewing an agreement may renew From SA SLs up to the number of corresponding From SA SLs expiring. As a one-time exception, when transitioning from per device licensing to per user From SA licensing for the first time, customer may purchase a greater number of From SA User SLs, if (1) Customer purchases a From SA User SL for all users of its Qualified Devices, and (2) in the case of Windows Desktop Operating System licenses, Customer adds devices as necessary to comply with the Primary User requirement in the Windows Desktop Operating System. Project Qualifying License(s) From SA User SL Project Standard Project Plan 1 From SA Project Server CAL Project Professional Project Online Plan 3 From SA Project Server CAL Project Professional Project Online Plan 5 From SA Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 153 Qualifying License(s) From SA User SL Project Server CAL SharePoint Online Availability Product Program Attribute Office 365 Extra File Storage 1 GB (Add-on SL) Additional Product,USGCC SharePoint Online Plan 1 Add-on (User SL) Additional Product SharePoint Online Plan 1 and 2 (User SL) Additional Product,USGCC Product Conditions: Provides additional information related to acquiring the Product, such as prerequisites for purchase, prior versions, and the applicable Product Pool. Product Conditions - General Terms of Service Universal License Terms for all Online Services Product Pool Server Promotions None Product Conditions - Program Specific Extended Term Eligible All Reduction Eligible All Reduction Eligible (SCE) All Qualified User Exemption K only True-Up Eligible All Prerequisite Add-ons, From SA General Service Terms Notices The Bing Maps and Communication Services Notices apply (refer to Notices). Any onboarding, migration, or deployment services provided to Customer are subject to the Professional Services terms (refer to Professional Services terms). Core Features for Office 365 Services During the term of Customer's subscription, the Office 365 Services will substantially conform to the Core Features description provided (if any) in the Office 365 service-specific sections, subject to Product restrictions or external factors (such as the recipient, message rate, message size and mailbox size limits for e-mail; default or Customer-imposed data retention policies; search limits; storage limits; Customer or end user configurations; and meeting capacity limits). Microsoft may permanently eliminate a functionality specified in the Office 365 service specific sections only if it provides Customer a reasonable alternative functionality. Administration Portal Customer will be able to add and remove end users and domains, manage licenses, and create groups through the Microsoft Online Services Portal or its successor site. Office 365 Education If Customer's billing address is outside Europe and Customer has an Office 365 Education subscription, then notwithstanding the "Location of Customer Data at Rest for Core Online Services" section of these terms, Microsoft may provision Customer's Office 365 Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 154 tenant in, transfer Customer Data to, and store Customer Data at rest anywhere within Europe or North America. If Customer's billing address is in Europe and Customer has an Office 365 Education subscription, then notwithstanding the "Location of Customer Data at Rest for Core Online Services" section of these terms, Microsoft may provision Customer's Office 365 tenant in, transfer Customer Data to, and store Customer Data at rest anywhere within the European Union. Service Encryption with Customer Key Customer assumes all risks of data deletion, inaccessibility, and service outages that result from any unavailability of an encryption key caused by Customer. Cortana The Cortana core platform service integrated within Office 365 Services, in certain instances, may allow for users to connect to Microsoft services outside the Office 365 Services; if permitted by Customer, users electing to use such services are subject to terms of use other than theses Product Terms for use of such services and with respect to which Microsoft is a data controller, as identified in product documentation. Microsoft Threat Experts Any services provided to Customer through the Microsoft Threat Experts service are subject to the Professional Services terms (refer to Professional Services). Endpoint Compliance Features If Customer does not have an active subscription to Microsoft Defender for Endpoint, an instance will automatically be provisioned for the limited purpose of enabling the endpoint features of the Compliance Services. Yammer For Office 365 Services that include Yammer, External Users invited to Yammer via external network functionality do not need User SLs. Service Specific Terms Core Features for Office 365 Services SharePoint Online or its successor service will have Core Features capabilities stated in General Service Terms: Collaboration Sites An end user will be able to create a web browser-accessible site through which the end user can upload and share content and manage who has permission to access that site. Storage Customer will be able to set storage capacity limits for a site created by an end user. External Users External Users invited to site collections via Share-by-Mail functionality do not need User SLs with SharePoint Online K1, Plan 1 and Plan 2. Storage Add-on SLs Office 365 Extra File Storage is required for each gigabyte of storage in excess of the storage provided with User SLs for SharePoint Online Plans 1 and 2. Add-ons Customer may acquire Add-ons subject to the following conditions: 1. Customer must have active SA or an active User SL for the corresponding Qualifying Licenses 2. Customer may acquire one Add-on SL for each Qualifying License(s), unless provided otherwise in these terms 3. Customer may acquire add-on SLs between true-up dates in advance of the acquisition of the Qualifying Licenses Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 155 Add-ons expire upon the earlier of the expiration of the SA coverage for the Qualifying License or the Add-on SL term, unless provided otherwise in these terms. Add-ons may only be reassigned to users or devices with Qualifying Licenses. SharePoint Online Qualifying License(s) Add-on User SL SharePoint Standard CAL SharePoint Online Plan 1 Add-on Core CAL Suite Visio Online Availability Product Program Attribute Visio Online Plan 1 Additional Product Visio Online Plan 1 and 2 From SA (User SL) Additional Product Visio Online Plan 2 Additional Product Visio Online Plan 2 Add-on (User SL) Additional Product Product Conditions: Provides additional information related to acquiring the Product, such as prerequisites for purchase, prior versions, and the applicable Product Pool. Product Conditions - General Terms of Service Universal License Terms for all Online Services Product Pool Application Promotions None Product Conditions - Program Specific Extended Term Eligible All Qualified User Exemption None Reduction Eligible All Reduction Eligible (SCE) All True-Up Eligible All (except From SA) Deployment Rights for Visio Visio Online Plan 2 licensed users may install and use a copy of Visio Standard/Professional 2016 or a prior version on devices licensed for and running Office Standard/Professional Plus. Devices licensed for Office Professional Plus by way of the Microsoft 365 From SA Office Professional Plus user entitlement are also eligible. Visio View/Print for Office Users Users licensed with an Office 365 or Microsoft 365 license may use Visio in Reduced Functionality Mode to view and print files. General Service Terms Notices The Bing Maps and Communication Services Notices apply (refer to Notices). Any onboarding, migration, or deployment services provided to Customer are subject to the Professional Services terms (refer to Professional Services terms). Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 156 Core Features for Office 365 Services During the term of Customer's subscription, the Office 365 Services will substantially conform to the Core Features description provided (if any) in the Office 365 service-specific sections, subject to Product restrictions or external factors (such as the recipient, message rate, message size and mailbox size limits for e-mail; default or Customer-imposed data retention policies; search limits; storage limits; Customer or end user configurations; and meeting capacity limits). Microsoft may permanently eliminate a functionality specified in the Office 365 service specific sections only if it provides Customer a reasonable alternative functionality. Administration Portal Customer will be able to add and remove end users and domains, manage licenses, and create groups through the Microsoft Online Services Portal or its successor site. Office 365 Education If Customer's billing address is outside Europe and Customer has an Office 365 Education subscription, then notwithstanding the "Location of Customer Data at Rest for Core Online Services" section of these terms, Microsoft may provision Customer's Office 365 tenant in, transfer Customer Data to, and store Customer Data at rest anywhere within Europe or North America. If Customer's billing address is in Europe and Customer has an Office 365 Education subscription, then notwithstanding the "Location of Customer Data at Rest for Core Online Services" section of these terms, Microsoft may provision Customer's Office 365 tenant in, transfer Customer Data to, and store Customer Data at rest anywhere within the European Union. Service Encryption with Customer Key Customer assumes all risks of data deletion, inaccessibility, and service outages that result from any unavailability of an encryption key caused by Customer. Cortana The Cortana core platform service integrated within Office 365 Services, in certain instances, may allow for users to connect to Microsoft services outside the Office 365 Services; if permitted by Customer, users electing to use such services are subject to terms of use other than theses Product Terms for use of such services and with respect to which Microsoft is a data controller, as identified in product documentation. Microsoft Threat Experts Any services provided to Customer through the Microsoft Threat Experts service are subject to the Professional Services terms (refer to Professional Services). Endpoint Compliance Features If Customer does not have an active subscription to Microsoft Defender for Endpoint, an instance will automatically be provisioned for the limited purpose of enabling the endpoint features of the Compliance Services. Yammer For Office 365 Services that include Yammer, External Users invited to Yammer via external network functionality do not need User SLs. Service Specific Terms Installation and Use Rights Each user to whom Customer assigns a User SL must have a work or school account in order to use the software provided with the subscription. These users: may activate the software provided with the SL on up to five concurrent OSEs for local or remote use; may also install and use the software, with shared computer activation, on a shared device, a Network Server, or on Microsoft Azure. This shared computer activation provision only applies to Customers licensed for Microsoft 365 Apps for business when Microsoft 365 Apps for business is licensed as a component of Microsoft 365 Business Premium; must connect each device upon which user has installed the software to the Internet at least once every 30 days or the functionality of the software may be affected; and Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 157 may use Internet-connected Online Services provided as part of these licenses [and governed by these terms]. Additionally, if permitted by Customer, users may elect to use connected services subject to terms of use other than these terms and with respect to which Microsoft is a data controller, as identified in product documentation. o The Online Services will permit Customer to enable or disable these optional connected services; and o Customer is responsible for evaluating, enabling or disabling the availability to its users of optional connected services. Customers may deploy eligible products on Amazon WorkSpaces. See Amazon WorkSpaces Deployments for more information. Add-ons Customer may acquire Add-ons subject to the following conditions: 1. Customer must have active SA or an active User SL for the corresponding Qualifying Licenses 2. Customer may acquire one Add-on SL for each Qualifying License(s), unless provided otherwise in these terms 3. Customer may acquire add-on SLs between true-up dates in advance of the acquisition of the Qualifying Licenses Add-ons expire upon the earlier of the expiration of the SA coverage for the Qualifying License or the Add-on SL term, unless provided otherwise in these terms. Add-ons may only be reassigned to users or devices with Qualifying Licenses. Visio Qualifying License(s) Add-on User SL Visio Professional Visio Online Plan 2 Add-on to Visio Professional Visio Standard Visio Online Plan 2 Add-on to Visio Standard From SA Customer may acquire From SA SLs instead of SA for fully paid, perpetual Licenses subject to the following conditions: 1. Customer has active SA or is renewing coverage for the corresponding Qualifying Licenses 2. Customer acquires no more than one From SA SL for each Qualifying License, unless provided otherwise in these terms 3. Customer acquires From SA SLs at Enrollment anniversary or renewal Enterprise Agreement Subscription (EAS) customers with continuous subscription coverage on Qualifying Licenses for no less than three years may purchase the corresponding From SA SLs. Customers renewing an agreement may renew From SA SLs up to the number of corresponding From SA SLs expiring. As a one-time exception, when transitioning from per device licensing to per user From SA licensing for the first time, customer may purchase a greater number of From SA User SLs, if (1) Customer purchases a From SA User SL for all users of its Qualified Devices, and (2) in the case of Windows Desktop Operating System licenses, Customer adds devices as necessary to comply with the Primary User requirement in the Windows Desktop Operating System. Visio Qualifying License(s) From SA User SL Visio Professional Visio Online Plan 1 and 2 From SA Visio Standard Visio Online Plan 1 From SA Workplace Analytics Availability Product Program Attribute Workplace Analytics (User SL) Additional Product Product Conditions: Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 158 Provides additional information related to acquiring the Product, such as prerequisites for purchase, prior versions, and the applicable Product Pool. Product Conditions - General Terms of Service Universal License Terms for all Online Services Product Pool Server Promotions None Product Conditions - Program Specific Extended Term Eligible All Qualified User Exemption All Reduction Eligible All Reduction Eligible (SCE) All True-Up Eligible All License License Prerequisites Workplace Analytics Microsoft 365 Business Basic/Business Standard/Business Premium/E3/E5/A3/A5; Office 365 E1/E3/E5/A3/A5; Exchange Online General Service Terms Notices The Bing Maps and Communication Services Notices apply (refer to Notices). Any onboarding, migration, or deployment services provided to Customer are subject to the Professional Services terms (refer to Professional Services terms). Core Features for Office 365 Services During the term of Customer's subscription, the Office 365 Services will substantially conform to the Core Features description provided (if any) in the Office 365 service-specific sections, subject to Product restrictions or external factors (such as the recipient, message rate, message size and mailbox size limits for e-mail; default or Customer-imposed data retention policies; search limits; storage limits; Customer or end user configurations; and meeting capacity limits). Microsoft may permanently eliminate a functionality specified in the Office 365 service specific sections only if it provides Customer a reasonable alternative functionality. Administration Portal Customer will be able to add and remove end users and domains, manage licenses, and create groups through the Microsoft Online Services Portal or its successor site. Office 365 Education If Customer's billing address is outside Europe and Customer has an Office 365 Education subscription, then notwithstanding the "Location of Customer Data at Rest for Core Online Services" section of these terms, Microsoft may provision Customer's Office 365 tenant in, transfer Customer Data to, and store Customer Data at rest anywhere within Europe or North America. If Customer's billing address is in Europe and Customer has an Office 365 Education subscription, then notwithstanding the "Location of Customer Data at Rest for Core Online Services" section of these terms, Microsoft may provision Customer's Office 365 tenant in, transfer Customer Data to, and store Customer Data at rest anywhere within the European Union. Service Encryption with Customer Key Customer assumes all risks of data deletion, inaccessibility, and service outages that result from any unavailability of an encryption key caused by Customer. Cortana The Cortana core platform service integrated within Office 365 Services, in certain instances, may allow for users to connect to Microsoft services outside the Office 365 Services; if permitted by Customer, users electing to use such services are subject to terms of use other Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 159 than theses Product Terms for use of such services and with respect to which Microsoft is a data controller, as identified in product documentation. Microsoft Threat Experts Any services provided to Customer through the Microsoft Threat Experts service are subject to the Professional Services terms (refer to Professional Services). Endpoint Compliance Features If Customer does not have an active subscription to Microsoft Defender for Endpoint, an instance will automatically be provisioned for the limited purpose of enabling the endpoint features of the Compliance Services. Yammer For Office 365 Services that include Yammer, External Users invited to Yammer via external network functionality do not need User SLs. Other Online Services Bing Maps Availability Product Program Attribute Bing Maps Enterprise Platform (SL) Additional Product Bing Maps Internal Website Usage 100K Transactions (SL) Additional Product Bing Maps Internal Website Usage 500K (and higher) Transactions (SL) Additional Product Bing Maps Known 5K User (SL) Additional Product Bing Maps Known Per User (SL) Additional Product Bing Maps Light Known 500 User (SL) Additional Product Bing Maps Light Known 5K User (SL) Additional Product Bing Maps Public Website Usage 100K Transactions (SL) Additional Product Bing Maps Public Website Usage 500K (and higher) Transactions (SL) Additional Product Mobile Asset Management Distance Matrix Per Asset Automatic Additional Product Mobile Asset Management Distance Matrix Per Asset Manual Additional Product Mobile Asset Management Drive Analytics Per Asset Additional Product Mobile Asset Management Per Asset (SL) Additional Product Mobile Asset Management Platform (SL) Additional Product Mobile Asset Management Truck Routing Per Asset Additional Product Product Conditions: Provides additional information related to acquiring the Product, such as prerequisites for purchase, prior versions, and the applicable Product Pool. Product Conditions - General Terms of Service Universal License Terms for all Online Services Product Pool Server Promotions None Product Conditions - Program Specific Extended Term Eligible None Qualified User Exemption None Reduction Eligible None Reduction Eligible (SCE) None True-Up Eligible None Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 160 Billable Transactions Each Bing Maps Transactions SL entitles the Customer to the number of Billable Transactions specified in the Product name. On either the enrollment or subscription expiration date, all purchased and unused Billable Transactions are forfeited. If a customer exceeds their total number of Billable Transactions purchased, within 30 days of notice by Microsoft, the customer must purchase additional Bing Maps Transactions SL offerings to cover the exceeded Billable Transactions and estimated future Billable Transactions for the remainder of the enrollment term, or Microsoft may terminate customer's access to Bing Maps. Mobile Asset Management Per Asset Requirements The following offers require a license for Mobile Asset Management Per Asset Monthly Subscription: Distance Matrix Per Asset Automatic Distance Matrix Per Asset Manual Truck Routing Per Asset Drive Analytics Per Asset General Service Terms Notices The Bing Maps Notices apply (refer to Notices). Service Specific Terms Bing Maps Mobile Asset Management Platform Service SLs A Service SL is required to access the services via the Bing Maps Mobile Asset Management Platform. A Service SL must be purchased with at least one of the following qualifying Add-on SLs for each asset: Mobile Asset Management for North America Add-on SL (routing or without routing) Mobile Asset Management for Europe Add-on SL (routing or without routing), or Mobile Asset Management for Rest of World Add-on SL (routing or without routing) Bing Maps APIs A Customer with a license to use the Bing Maps Mobile Asset Management Platform Bing Maps APIs in accordance with the Microsoft Bing Maps Platform API Terms of Use and Bing Maps Documentation, including any successors thereto, located at https://aka.ms/bingmapsplatformapistou and https://aka.ms/bingmapsplatformsdks/. Bing Maps Privacy The Microsoft Privacy Statement (located at: https://go.microsoft.com/fwlink/?LinkId=521839) and privacy terms in the Microsoft Bing Maps Platform API Terms of Use apply to Customer's use of the Bing Maps Mobile Asset Management Platform. Bing Maps Transactions and Users Authenticated Users Users that are authenticated by Customer's programs that access the service through the Bing Maps APIs must have a SL. Bing Maps APIs A Customer with a license to use Bing Maps Transactions and Users may use Bing Maps APIs in accordance with the Microsoft Bing Maps Platform API Terms of Use and Bing Maps Documentation, including any successors thereto, located at https://aka.ms/bingmapsplatformapistou and https://aka.ms/bingmapsplatformsdks/. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 161 Bing Maps Privacy The Microsoft Privacy Statement (located at https://go.microsoft.com/fwlink/?LinkId=521839) and privacy terms in the Microsoft Bing Maps Platform API Terms of Use apply to Customer's use of Bing Maps. GitHub Offerings Availability Product Program Attribute GitHub Actions Additional Product GitHub Advanced Security (User SL) Additional Product GitHub AE (GHEM) (User SL) Additional Product GitHub Codespaces Additional Product GitHub Copilot for Business Additional Product GitHub Engineering Direct Additional Product GitHub Enterprise (User SL) ,Additional Product GitHub Insights (User SL) Additional Product GitHub Large File Storage Additional Product GitHub Packages Additional Product Product Conditions: Provides additional information related to acquiring the Product, such as prerequisites for purchase, prior versions, and the applicable Product Pool. Product Conditions - General Terms of Service Universal License Terms for all Online Services Product Pool Application Promotions None Product Conditions - Program Specific Extended Term Eligible GitHub Advanced Security, GitHub Enterprise, and GitHub Insights Qualified User Exemption All Reduction Eligible None Reduction Eligible (SCE) None True-Up Eligible None GitHub Enterprise Customer's Licensed Users may access and use both the GitHub Enterprise Cloud online service (formerly known as Business Cloud) and GitHub Enterprise Server on-premises software (formerly known as GitHub Enterprise or GHE), as included in GitHub Enterprise. Training and Evaluation Notwithstanding any terms to the contrary in Customer's volume licensing agreement, access to GitHub Enterprise software or the online service for preview, demonstration, pre-release versions, training or evaluation purposes requires User SL and the terms at https://aka.ms/github_preview apply. License Prerequisites Purchases of the following Licenses also require the purchase of a prerequisite License listed in the table below: License License Prerequisites GitHub Advanced Security for Azure DevOps Azure DevOps GitHub Actions GitHub Enterprise (User SL) GitHub Packages GitHub Enterprise (User SL) Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 162 License License Prerequisites GitHub Advanced Security GitHub Enterprise (User SL GitHub Insights* GitHub Enterprise (User SL) *Must acquire for all Customer's GitHub Enterprise Users General Service Terms License Grant Customer grants Microsoft a nonexclusive, worldwide license to use text, data, software, images, and any other materials that are displayed or otherwise made available through these Online Services, and the right to make incidental copies as necessary to provide the Online Services or support, or for security reasons. Customer can terminate this license by removing such content from the service or generally by closing Customer's account, except (a) to the extent Customer shared it with others as part of the service and they copied re-shared or stored it and (b) for the reasonable time it takes to remove from backup and other systems. Customer will fully comply with any third-party license terms that apply to such content. Ownership of Content Microsoft does not claim any ownership rights in content Customer makes available in a repository. Customer will fully comply with any third-party licenses relating to such content. Privacy Notwithstanding anything to the contrary in Customer's volume licensing agreement (including these Product Terms and the DPA), the GitHub Privacy Statement available at https://aka.ms/github_privacy and the GitHub Data Protection Agreement at https://aka.ms/github_dpa will apply to Customer's use of GitHub Offerings, including GitHub Enterprise licensed standalone or as Visual Studio Enterprise or Professional with GitHub Enterprise. Service Specific Terms GitHub Advanced Security In addition to User SLs permitting access to GitHub Enterprise, Customer must acquire GitHub Advanced Security User SLs for each of its Unique Committers. GitHub Insights Customer’s Licensed Users of GitHub Enterprise or an offering that includes GitHub Enterprise may access and use GitHub Insights, provided that all such users are also assigned GitHub Insights User SLs. GitHub Engineering Direct GitHub Engineering Direct is premium technical support provided by GitHub, Inc. for customers who have Microsoft Premier or Unified Support. By using GitHub technical support, Customer agrees to be bound by the GitHub terms available at https://aka.ms/githubsupport. GitHub Enterprise Server Updates Customer must update on-premises software at least once per year. Releases can be found at https://enterprise.github.com/releases. GitHub Enterprise Cloud Contributions Under Repository License Unless otherwise specifically agreed (for example in a contributor license agreement), upon adding content to a repository, Customer grants a license to third parties under the same terms as the repository. GitHub Copilot Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 163 Using GitHub Copilot Any code that Customers write while using the GitHub Copilot extension in a code editor, including modifications to code, functions, and other output returned to Customers by GitHub Copilot, is not content until it is loaded to GitHub.com. Data GitHub Copilot sends an encrypted prompt, the collection of code and supporting contextual information sent to GitHub to generate output, from Customer's code editor to GitHub to provide suggestions. Suggestions to Customer's prompts are code, functions, and other output returned to Customers by GitHub Copilot, that are transmitted only to generate these suggestions in real-time and are deleted once the suggestions are generated. Prompts are not used for any other purpose, including the training of language models. Prompts are encrypted during transit and are not stored at rest. If you have instructed GitHub otherwise through purchasing or opting into optional features or products that use alternative data processing, for example custom private language models, those instructions will apply with respect to your use of those optional features or products. More detailed information on how data is processed by GitHub Copilot is in the GitHub Privacy Statement available at https://gh.io/privacy. Defense of Third-Party Claims Notwithstanding any other provision in Customer's volume licensing agreement, Microsoft's obligation to defend Customer's use of GitHub Copilot under the Copilot Copyright Commitment will not apply if Customer has not set the Duplicate Detection filtering feature available in GitHub Copilot to its "Block" setting. Customers can learn how to enable the Duplicate Detection filter at https://gh.io/cfbdd. Notices Notices to GitHub may be submitted via email to legal@support.github.com. If Customer wishes to formally service notice on GitHub, it must be made through GitHub’s registered agent: GitHub, Inc. c/o Corporation Service Company 2710 Gateway Oaks Drive, Suite 150N Sacramento, CA 95833-3505 Enablement of GitHub Advanced Security for Azure DevOps In addition to a Licensed User permitting access to Azure DevOps, a customer must activate GitHub Advanced Security for Azure DevOps for each repository where the service is required, allowing Unique Committers to utilize the service. Microsoft Cloud for Financial Services Add-On Availability Product Program Attribute Microsoft Cloud for Financial Services Add-on Additional Product Product Conditions: Provides additional information related to acquiring the Product, such as prerequisites for purchase, prior versions, and the applicable Product Pool. Product Conditions - General Terms of Service Universal License Terms for all Online Services Product Pool Server Promotions None Product Conditions - Program Specific Extended Term Eligible All Qualified User Exemption None Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 164 Product Conditions - Program Specific Reduction Eligible All Reduction Eligible (SCE) None True-Up Eligible All Add-ons Customer may acquire Microsoft Cloud for Financial Services Add-ons subject to the following conditions: 1. Customer must have a license for the corresponding Qualifying Licenses. 2. Customer may acquire one Add-on SL for each Qualifying License(s), unless provided otherwise in these terms. 3. Customer may acquire Add-on SLs between true-up dates in advance of the acquisition of the Qualifying Licenses. 4. Microsoft Cloud for Financial Services Add-on features are dependent upon purchase of the following Qualifying Licenses and/or combination of the following Qualifying Licenses. Qualifying License(s) Microsoft 365 E3, or Microsoft 365 E5, or Microsoft Project, or Power Apps, or Power Automate, or PowerBI, or Dynamics 365 Customer Service Enterprise, or Dynamics 365 Digital Messaging, or Dynamics 365 Customer Insights, or Dynamics 365 Sales Enterprise, or Dynamics 365 Customer Voice Service Specific Terms Compliance Disclaimer The Microsoft Cloud for Financial Services Add-on Service Specific Terms explains your and Microsoft's rights and obligations with respect to regulatory compliance standards. Customer agrees that any information resulting from the use of the features provided as part of the Microsoft Cloud for Financial Services Add-on ("Cloud for Financial Services") is for informational or internal process management purposes only, and does not constitute legal, financial, tax planning, or other advice from Microsoft. Customer agrees that it is responsible for its own financial research and financial decisions, and that the solutions and resulting information provided through the Cloud for Financial Services will not serve as the primary basis for its financial decisions. Customer agrees that Microsoft is not responsible or liable for any decisions or actions customer, or its authorized third parties, take based on information Customer produces or generates as a user of the Cloud for Financial Services. No solutions provided through the Cloud for Financial Services constitute an offer, solicitation of an offer, or advice to buy or sell securities, or any financial instrument or investment by Microsoft. Customer may not use any of the features or information provided through the Cloud for Financial Services as a factor in establishing the financial standing, including the eligibility for credit, hire, insurance, housing, employment or other eligibility or entitlement (including for any other use constituting a permissible purpose under the U.S. Federal Fair Credit Reporting Act ("FCRA")) of a person or entity, in such a way that would cause Microsoft to be considered to operate as a Consumer Reporting Agency under FCRA. You can learn more about Microsoft's commitments to compliance, data protection, and privacy for the Microsoft Cloud for Financial Services Add-on at https://aka.ms/mcfsi-docs. Data Protection and Security The terms of the DPA (http://aka.ms/DPA) apply to Online Services except for Online Services listed in the Privacy & Security Terms. For Core Online Services, Online Service-specific details on security practices and location of Customer Data at rest are also located in the Privacy & Security Terms. Microsoft Cloud for Healthcare Add-On Availability Product Program Attribute Microsoft Cloud for Healthcare Add-on Additional Product Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 165 Product Conditions: Provides additional information related to acquiring the Product, such as prerequisites for purchase, prior versions, and the applicable Product Pool. Product Conditions - General Terms of Service Universal License Terms for all Online Services Product Pool Server Promotions None Product Conditions - Program Specific Extended Term Eligible All Qualified User Exemption None Reduction Eligible All Reduction Eligible (SCE) None True-Up Eligible All Add-ons Customer may acquire Microsoft Cloud for Healthcare Add-ons subject to the following conditions: 1. Customer must have a license for the corresponding Qualifying Licenses. 2. Customer may acquire one Add-on SL for each Qualifying License(s), unless provided otherwise in these terms. 3. Customer may acquire Add-on SLs between true-up dates in advance of the acquisition of the Qualifying Licenses. 4. Healthcare Add-on features are dependent upon purchase of the following Qualifying Licenses and/or combination of the following Qualifying Licenses. Qualifying License(s) Office 365 F3/E1/E3/A3*, Microsoft 365 F1/F3/E3/E5*, or Power Apps, or Power Automate, or PowerBI, or Dynamics 365 Customer Service Enterprise, or Dynamics 365 Digital Messaging, or Dynamics 365 Customer Service Insights, or Dynamics 365 Marketing, or Dynamics 365 Customer Insights, or Dynamics 365 Insights, or Dynamics 365 Field Service, or Microsoft Azure API for FHIR, or Microsoft Healthcare Bot Service. *Or any component of the suite that contains Microsoft Teams. Service Specific Terms Compliance Disclaimer The Microsoft Cloud for Healthcare Add-on Service Specific Terms explains your and Microsoft's rights and obligations with respect to regulatory compliance standards for Customer Data and Non-Microsoft Product data solely in connection with your use of the Microsoft Healthcare Add-on. The regulatory compliance standards that are applicable to the Microsoft Cloud for Healthcare Add-on features can be found on the compliance dashboard (https://docs.microsoft.com/microsoft-365/compliance/offering-hipaa-hitech?view=o365-worldwide). You can learn more about Microsoft's commitments to compliance, data protection, and privacy for the Microsoft Cloud for Healthcare Add-on at https://aka.ms/MicrosoftCloudforHealthcareCompliance. Microsoft Cloud for Nonprofit Add-On Availability Product Program Attribute Microsoft Cloud for Nonprofit Basic Additional Product Microsoft Cloud for Nonprofit: Plan 1 and Plan 2 Additional Product Product Conditions: Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 166 Provides additional information related to acquiring the Product, such as prerequisites for purchase, prior versions, and the applicable Product Pool. Product Conditions - General Terms of Service Universal License Terms for all Online Services Product Pool Server Promotions None Product Conditions - Program Specific Extended Term Eligible All Qualified User Exemption None Reduction Eligible All Reduction Eligible (SCE) None True-Up Eligible All Purchasing Minimums Purchases of the following products allow Customers with a total count of employees, regardless of how many employees access Microsoft Cloud for Nonprofit, to purchase the Licenses listed in the table below: Product Total Employee Count Microsoft Cloud for Nonprofit: Plan 1 Less than or equal to 250 Microsoft Cloud for Nonprofit: Plan 2 Greater than or equal to 251 Add-ons Customer may acquire Microsoft Cloud for Nonprofit Add-ons subject to the following conditions: 1. Customer must have a license for the corresponding Qualifying Licenses. 2. Customer may acquire one Add-on SL for each Qualifying License(s), unless provided otherwise in these terms. 3. Customer may acquire Add-on SLs between true-up dates in advance of the acquisition of the Qualifying Licenses. 4. Microsoft Cloud for Nonprofit Add-on features are dependent upon purchase of the following Qualifying Licenses and/or combination of the following Qualifying Licenses. Qualifying License(s) Office 365 A3/E3, or Office 365 A5/E5, or Microsoft 365 A3/E3 or Microsoft 365 A5/E5, or LinkedIn Sales Navigator, or Power Apps, or Power Automate, or Power BI, or Dynamics 365 Sales Enterprise, or Dynamics 365 Marketing, or Azure App Service Service Specific Terms Compliance Terms You can learn more about Microsoft's commitments to compliance, data protection, and privacy for the Microsoft Cloud for Retail Addon at https://aka.ms/MicrosoftCloudforNon-Profit. Microsoft Cloud for Retail Add-On Availability Product Program Attribute Microsoft Cloud for Retail Add-on Additional Product Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 167 Product Conditions: Provides additional information related to acquiring the Product, such as prerequisites for purchase, prior versions, and the applicable Product Pool. Product Conditions - General Terms of Service Universal License Terms for all Online Services Product Pool Server Promotions None Product Conditions - Program Specific Extended Term Eligible All Qualified User Exemption None Reduction Eligible All Reduction Eligible (SCE) None True-Up Eligible All Add-ons Customer may acquire Microsoft Cloud for Retail Add-ons subject to the following conditions: 1. Customer must have a license for the corresponding Qualifying Licenses. 2. Customer may acquire one Add-on SL for each Qualifying License(s), unless provided otherwise in these terms. 3. Customer may acquire Add-on SLs between true-up dates in advance of the acquisition of the Qualifying Licenses. 4. Microsoft Cloud for Retail Add-on features are dependent upon purchase of the following Qualifying Licenses and/or combination of the following Qualifying Licenses. Qualifying License(s) Dynamics 365 Customer Insights Service Specific Terms Compliance Terms You can learn more about Microsoft's commitments to compliance, data protection, and privacy for the Microsoft Cloud for Retail Addon at https://go.microsoft.com/fwlink/?linkid=2186363. Microsoft Defender Experts Availability Product Program Attribute Microsoft Defender Experts for Hunting (User SL) Additional Product Microsoft Defender Experts for XDR (User SL) Additional Product Product Conditions: Provides additional information related to acquiring the Product, such as prerequisites for purchase, prior versions, and the applicable Product Pool. Product Conditions - General Terms of Service Universal License Terms for all Online Services Product Pool Server Promotions None Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 168 Product Conditions - Program Specific Extended Term Eligible N/A Qualified User Exemption All Reduction Eligible All Reduction Eligible (SCE) All True-Up Eligible All License Prerequisites License License Prerequisites Microsoft Defender Experts for Hunting Microsoft Defender for Endpoint Plan 2; Microsoft Defender for Office Plan 2; Microsoft Defender for Identity; Microsoft Defender for Cloud Apps; Windows Enterprise E5/A5; Microsoft 365 E5/A5; Microsoft 365 E5/A5 Security; Microsoft 365 F5 Security + Compliance; Microsoft 365 E5/F5 Information Protection and Governance; Microsoft 365 F5 Security; Enterprise Mobility + Security E5/A5 Microsoft Defender Experts for XDR Microsoft Defender for Endpoint Plan 2; Microsoft Defender for Office Plan 2; Microsoft Defender for Identity; Microsoft Defender for Cloud Apps; Microsoft 365 E5/A5; Microsoft 365 E5/A5 Security; Microsoft 365 F5 Security + Compliance; Microsoft 365 F5 Security; Enterprise Mobility + Security E5/A5 Service Specific Terms Managed Service Microsoft Defender Experts include an Online Service component and Professional Service Component which is subject to the Professional Services terms (refer to Professional Services). Microsoft Defender Experts for XDR A separate Microsoft Entra ID Plan 1 or 2 license is required for each tenant. Microsoft Defender for Cloud Apps Availability Product Program Attribute Microsoft Defender for Cloud Apps (User SL) Additional Product Product Conditions: Provides additional information related to acquiring the Product, such as prerequisites for purchase, prior versions, and the applicable Product Pool. Product Conditions - General Terms of Service Universal License Terms for all Online Services Product Pool Server Promotions None Product Conditions - Program Specific Extended Term Eligible All Qualified User Exemption All Reduction Eligible All Reduction Eligible (SCE) All Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 169 Product Conditions - Program Specific True-Up Eligible All Service Specific Terms External User Allowance In addition to access by its Licensed Users, Customer may permit External Users to access the service in connection with access to Customer's resources using SharePoint Online, OneDrive, Teams and other Microsoft hosted services. Notices The Bing Maps Notice (refer to Notices) and Professional Services terms in apply (refer to Professional Services terms). Microsoft Defender for Endpoint Availability Product Program Attribute Defender for Endpoint P1 (User SL) Additional Product Defender for Endpoint P2 (User SL) Additional Product Defender for Endpoint P2 Step-up from P1 (User SL) Additional Product Product Conditions: Provides additional information related to acquiring the Product, such as prerequisites for purchase, prior versions, and the applicable Product Pool. Product Conditions - General Terms of Service Universal License Terms for all Online Services Product Pool Server Promotions No Product Conditions - Program Specific Extended Term Eligible All Qualified User Exemption None Reduction Eligible All (except Microsoft Intune for EDU (Device SL)) Reduction Eligible (SCE) None True-Up Eligible All Service Specific Terms Data Retention Microsoft Defender for Endpoint does not contain extractable Customer Data therefore the Customer Data extraction terms in the DPA do not apply. Microsoft Defender for Endpoint Eligible Licensed Users may use Microsoft Defender for Endpoint on up to five concurrent devices. Use on Devices Managed by Third-Parties Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 170 Notwithstanding the Outsourcing Software Management clause, Customer may use Defender for Endpoint with user desktops running on Microsoft Azure, its own devices, or devices under the day-to-day management and control of third parties. Microsoft Defender for Endpoint for servers Availability Product Program Attribute Microsoft Defender for Endpoint for servers Additional Product Product Conditions: Provides additional information related to acquiring the Product, such as prerequisites for purchase, prior versions, and the applicable Product Pool. Product Conditions - General Terms of Service Universal License Terms for all Online Services Product Pool Server Promotions None Product Conditions - Program Specific Extended Term Eligible All Qualified User Exemption None Reduction Eligible All Reduction Eligible (SCE) All True-Up Eligible None Service Specific Terms Eligibility to acquire Microsoft Defender for Endpoint for servers A separate license is required for each OSE. Migration to Microsoft Defender for Cloud Customers who acquire Microsoft Defender for Endpoint for servers licenses, and later during the term of their coverage choose to cover the same servers with Microsoft Defender for Cloud, will be eligible for a credit toward Microsoft Defender for Cloud. Microsoft Defender for IoT Availability Product Program Attribute Microsoft Defender for IoT Additional Product Product Conditions: Provides additional information related to acquiring the Product, such as prerequisites for purchase, prior versions, and the applicable Product Pool. Product Conditions - General Terms of Service Universal License Terms for all Online Services Product Pool Server Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 171 Product Conditions - General Promotions No Product Conditions - Program Specific Extended Term Eligible All Qualified User Exemption None Reduction Eligible All Reduction Eligible (SCE) None True-Up Eligible All Service Specific Terms None Microsoft Intune Availability Product Program Attribute Microsoft Intune Endpoint Privilege Management (User SL) Additional Product Microsoft Intune Plan 1 (User SL) Additional Product Microsoft Intune Plan 1 Add-on (User SL) Additional Product Microsoft Intune Plan 1 for Devices (Device SL) Additional Product Microsoft Intune Plan 2 (User SL) Additional Product Microsoft Intune Suite Additional Product Product Conditions: Provides additional information related to acquiring the Product, such as prerequisites for purchase, prior versions, and the applicable Product Pool. Product Conditions - General Terms of Service Universal License Terms for all Online Services Product Pool Server Promotions None Product Conditions - Program Specific Extended Term Eligible All Qualified User Exemption None Reduction Eligible All (except Microsoft Intune Plan 1 for EDU (Device SL)) Reduction Eligible (SCE) None True-Up Eligible All License Prerequisites License License Prerequisites Microsoft Intune Suite/ Microsoft Intune Plan 2/Intune Endpoint Privilege Management Microsoft 365 Business Premium/E3/A3/E5/A5/F1/F3; Enterprise Mobility + Security E3/E5; Microsoft Intune Plan 1 Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 172 Service Specific Terms Notices Any deployment services provided to Customer are subject to the Professional Services terms (refer to Professional Services terms). Manage Devices and Applications Each User to whom Customer assigns a User SL may access and use the Online Services and related software (including System Center software) to manage applications and up to fifteen devices. Management of a device accessed by more than one user requires a User SL for each user. If Intune Company Portal App is used to manage devices, the terms that apply to Microsoft Intune Online Services (as defined in the Core Online Services table in the Online Services Security & Privacy Terms) apply to the use of Intune Company Portal App. Microsoft’s commitments related to Intune Company Portal App do not extend to data processing, policies, or practices of thirdparty providers of mobile platforms on which Intune Company Portal App operates (e.g., Apple, Google). Microsoft Intune for Devices Microsoft Intune for Devices may only be linked to devices that are not affiliated with specific users. Product features with user affinity, including but not limited to Conditional Access, App Protection, and optional app installation, cannot be used under Microsoft Intune for Devices SLs. Applications that are typically mapped to specific users, such as Outlook and OneDrive, may not be used under this service. Storage Add-on SL A Storage Add-on SL is required for each gigabyte of storage in excess of the storage provided with the base subscription. Windows Software Components in System Center Software The System Center software includes one or more of the following Windows Software Components: Microsoft .NET Framework, Microsoft Data Access Components, PowerShell software and certain .dlls related to Microsoft Build, Windows Identity Foundation, Windows Library for JavaScript, Debghelp.dll, and Web Deploy technologies. The license terms governing use of the Windows Software Components are in the Windows 8.1 Pro and Enterprise section of the Product Terms. The Product Terms is located at http://go.microsoft.com/?linkid=9839206. SQL Server Technology and Benchmarking The Software included with the Online Service includes SQL Server-branded components other than a SQL Server Database. Those components are licensed to Customer under the terms of their respective licenses, which can be found in the installation directory or unified installer of the software. Customer must obtain Microsoft's prior written approval to disclose to a third party the results of any benchmark test of these components or the software that includes them. Add-ons Customer may acquire Add-ons subject to the following conditions: 1. Customer must have active SA or an active User SL for the corresponding Qualifying Licenses 2. Customer may acquire one Add-on SL for each Qualifying License(s), unless provided otherwise in these terms 3. Customer may acquire add-on SLs between true-up dates in advance of the acquisition of the Qualifying Licenses Add-ons expire upon the earlier of the expiration of the SA coverage for the Qualifying License or the Add-on SL term, unless provided otherwise in these terms. Add-ons may only be reassigned to users or devices with Qualifying Licenses. Microsoft Intune Qualifying License(s) Add-on User Subscription License(s) Core CAL Suite Microsoft Intune Plan 1 Add-on (User SL) Enterprise CAL Suite Core CAL Suite Bridge for Office 365 Enterprise CAL Suite Bridge for Office 365 Core CAL Suite Microsoft Intune Plan 1 for EDU Add-on (User SL) Enterprise CAL Suite Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 173 Qualifying License(s) Add-on User Subscription License(s) Core CAL Suite Bridge for Office 365 Enterprise CAL Suite Bridge for Office 365 Microsoft Learning Availability Product Program Attribute Microsoft Learning MCP 1 Exam Vouchers (Services SL) Additional Product Product Conditions: Provides additional information related to acquiring the Product, such as prerequisites for purchase, prior versions, and the applicable Product Pool. Product Conditions - General Terms of Service Universal License Terms for all Online Services Product Pool Server Promotions None Product Conditions - Program Specific Extended Term Eligible None Qualified User Exemption None Reduction Eligible None Reduction Eligible (SCE) None True-Up Eligible None Vouchers Vouchers are provided upon purchase and expire 12 months from date of purchase. Microsoft Office Specialist (MOS) Microsoft Technology Associate (MTA) and Microsoft Certification Educator (MCE) Exam Site License Customer must be a Certiport/Pearson VUE test center authorized to deliver MOS or MTA exams under a site License. The site License will expire 12 months from the date of purchase. Any undelivered exams at the end of the term are forfeited. Academic Customers may only deliver site license exams to their faculty members and registered students. Service Specific Terms Microsoft Learning E-Reference Library Any person that has valid access to Customer's computer or internal network may copy and use the documentation for Customer's internal reference purposes. Documentation does not include electronic books. Microsoft Search in Bing Service Specific Terms Microsoft Search in Bing Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 174 "Microsoft Search in Bing" means the service that displays enterprise search results from internal resources (e.g. intranet, files, people information) to Customer users who are logged into the service via their work or school account. Microsoft Search in Bing Privacy When a user enters a search query in Microsoft Search in Bing, two simultaneous search requests occur: (1) a search of Customer's internal resources, for which the query and results returned are Customer Data for purposes of these Product Terms, and (2) a separate search of public results from Bing.com, for which the query and results returned are not Customer Data. These Product Terms and the DPA apply only to Microsoft Search in Bing. The Microsoft Privacy Statement located at https://go.microsoft.com/fwlink/?LinkId=521839 applies to public search on Bing.com. Microsoft Sustainability Manager Availability Product Program Attribute Microsoft Sustainability Manager Additional Product Product Conditions: Provides additional information related to acquiring the Product, such as prerequisites for purchase, prior versions, and the applicable Product Pool. Product Conditions - General Terms of Service Universal License Terms for all Online Services Product Pool Server Promotions None Product Conditions - Program Specific Extended Term Eligible All Qualified User Exemption None Reduction Eligible All Reduction Eligible (SCE) None True-Up Eligible All Service Specific Terms Compliance Disclaimer You can learn more about Microsoft's commitments to compliance, data protection, and privacy and the Microsoft Sustainability Manager at https://aka.ms/MicrosoftSustainabilityManagerCompliance. Office 365 Developer Service Specific Terms No Production Use of Office 365 Developer Each user to whom Customer assigns a User SL may use the Online Service to design, develop, and test Customer’s applications to make them available for Customer’s Office 365 Online Services, on-premises deployments or for the Microsoft Office Store. The Online Service is not licensed for production use. Office 365 Developer End Users Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 175 Customer’s end users do not need a SL to access Office 365 Developer to perform acceptance tests or provide feedback on Customer programs. Visual Studio with GitHub Enterprise Availability Product Program Attribute GitHub Enterprise for Visual Studio Enterprise (User SL) Additional Product GitHub Enterprise for Visual Studio Professional (User SL) Additional Product Visual Studio Enterprise with GitHub Enterprise (User SL) Additional Product,Server and Tools Product Visual Studio Professional with GitHub Enterprise (User SL) Additional Product Product Conditions - General Terms of Service Universal License Terms for all Online Services Product Pool Application Promotions None Product Conditions - Program Specific Extended Term Eligible None Qualified User Exemption All Reduction Eligible None Reduction Eligible (SCE) None True-Up Eligible None GitHub Enterprise The Licensed User may access and use both the GitHub Enterprise Cloud online service and GitHub Enterprise Server on-premises software as included in GitHub Enterprise as set forth in GitHub Offerings. GitHub Enterprise Training and Evaluation Notwithstanding any terms to the contrary in Customer's volume licensing agreement, access to GitHub Enterprise software or the online service for training or evaluation purposes requires User SLs. Visual Studio License Terms The Licensed User may use Visual Studio Enterprise or Visual Studio Professional, respectively, as set forth in the Visual Studio Product Entry subject to the same terms and conditions. GitHub Enterprise for Visual Studio Licenses Customer may purchase GitHub Enterprise for Visual Studio Licenses for any of its Visual Studio Enterprise or Professional Licensed Users with active Visual Studio subscriptions. Step-Up Licenses Customer is eligible to purchase Visual Studio Enterprise with GitHub Enterprise Step-up Licenses as provided in Software Assurance Benefits, “Step-up License Availability” for any of its Visual Studio Professional with GitHub Enterprise Licensed Users. Azure Virtual Desktop Refer to the Azure Virtual Desktop section of the Microsoft Azure Services Product entry for rights to access Azure Virtual Desktop virtual machines. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 176 Windows Autopatch Windows Autopatch is available with Windows 10/11 Enterprise E3 subscription (or higher). Service Specific Terms Managed Service Windows Autopatch includes an Online Service component and Professional Service Component which is subject to the Professional Services terms (refer to Professional Services). Data Handling Windows Autopatch integrates data (including Customer Data) between other Microsoft Products including Microsoft Entra ID, Microsoft Intune, Office, and other Online Services as configured by Customer, if any (collectively for purposes of this provision the "Autopatch Integrated Services"). Once data is transferred within the Autopatch Integrated Services, that data is governed by the Product Terms applicable to the Product in which it resides. Windows 365 Availability Product Program Attribute Windows 365 Enterprise Additional Product Windows 365 Frontline Additional Product Product Conditions: Provides additional information related to acquiring the Product, such as prior versions, and the applicable Product Pool. Product Conditions - General Terms of Service Universal License Terms for Online Services (Windows 365 Windows operating system is governed by the Universal License Terms for all Software and includes specific terms in the Windows Desktop Operating System) Product Pool System Promotions None Product Conditions - Program Specific Extended Term Eligible All Qualified User Exemption N/A Reduction Eligible All True-Up Eligible Yes License Assignment Windows 365 Frontline License Assignment Eligibility The Licensed User must be licensed with each of the following: Windows 10/11 Enterprise/Education, Intune, and Microsoft Entra ID P1/P2. In addition to being available independently, all these licenses are also included in Microsoft 365 F3/E3/G3/E5/G5/A3/A5/Business Premium/Student Use Benefit. Windows 365 Enterprise License Assignment Eligibility The Licensed User must be licensed with each of the following: Windows 10/11 Enterprise/Education, Intune, and Microsoft Entra ID P1/P2. In addition to being available independently, all these licenses are also included in Microsoft 365 F3/E3/G3/E5/G5/A3/A5/Business Premium/Student Use Benefit. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 177 License Reassignment Replacing a user’s Windows 365 Business/Enterprise license with another Windows 365 Business/Enterprise license does not count as “reassignment” and Customer may make such replacements at any time. Windows 365 Frontline Each license may be provisioned up to 3 Cloud PCs. Only one Cloud PC can be activated per license. Service Specific Terms Network Egress Microsoft reserves the right to restrict network egress due to high bandwidth usage. Use as a Server You may not use the service to perform server functions to devices outside of the service or to third parties. Distributed Computing You may not use the service for sustained distributed computing or digital asset transaction validation workloads. Data Handling Windows 365 integrates data (including Customer Data) between other Microsoft Products including Microsoft Entra ID, Microsoft Intune, Azure Virtual Desktop, and other Online Services as configured by Customer, if any (collectively for purposes of this provision the "Windows 365 Integrated Services"). Once data is transferred between the Windows 365 Integrated Services, that data is governed by the Product Terms applicable to the Product in which it resides. Glossary Terms defined in this Glossary apply unless otherwise defined in product specific terms. Definitions Academic Program means Academic Purchasing Account on MPSA, Academic Select License, Select Plus for Academic, Campus and School Agreement, or Open Value Subscription - Education Solutions. Add-on means a license that is purchased in addition to (and associated with) a previously acquired Qualifying License (or set of Qualifying Licenses). An Add-on license is assigned to a single Qualified User (as defined in Customer's Enrollment) or to the same Server or device as the Qualifying License(s). For any Add-on User SL not appearing individually, the license terms applicable to a full User SL for the same service apply. Additive CAL means a CAL that must be used on conjunction with a base CAL. Additive External Connector License means an External Connector License that must be used in conjunction with a base External Connector License. Allocated Annual prepayment means, if Customer elects annual invoicing, the portion of the Azure prepayment allocated annually through the Enrollment term. Authorized Outsourcer means any third party service provider that is not a Listed Provider and is not using Listed Provider as a Data Center Provider as part of the outsourcing service. Azure compute savings plan means a commitment to spend a specified monetary amount each hour on eligible Microsoft Azure Services for a specified term. Azure Facial Recognition Services means facial recognition features or functionality included in Azure Services, such as Face; or the facial recognition functionality in Azure Video Analyzer for Media. Azure Government Services means one or more of the services or features Microsoft makes available to Customer as Government Community Cloud Services in the "US Gov" regions identified at http://azure.microsoft.com/en-us/regions/#services. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 178 Azure Prepayment means the total monetary amount a customer commits to pay during the term of the subscription for its use of eligible Microsoft Azure Services. Azure Private MEC Solution means a combined software and hardware private multi-access edge compute offering which includes Azure Network Function Manager. Azure reservations means an advanced purchase of eligible Microsoft Azure Services for a specified term and region (e.g. Reserved VM Instances, reserved capacity, etc.). Bing Search Services means the Bing Custom Search, Bing Local Business Search, Entity Search, Image Search, News Search, Video Search, Visual Search, Web Search, Spell Check, and Autosuggest APIs, and any other APIs identified at https://aka.ms/r1j7jq. Bing Search Services Data means Customer Data that are provided to Microsoft by, or on behalf of, Customer through use of the Bing Search Services. CAL means client access license, which may be assigned by user or device, as appropriate. A user CAL allows access to corresponding version of the server software or earlier versions of the server software from any device by one user. A device CAL allows access to corresponding versions of the server software or earlier versions of the server software from one device by any user. CALs allow access to server software running on Customer's Licensed Servers only. CAL Equivalent License means a User SL or External Connector License identified in a Product's "Server Software Access" table, or a CAL suite or SL, as identified in CAL and ML Equivalency Licenses, as applicable. A CAL suite is a CAL Equivalent License only if Customer purchased the License after the Server Product's Date Available or if Customer had active SA coverage as of the Date Available. Client OSE means an OSE running a client operating system. Clustered HPC Application means a high performance computing applications that solves, in parallel, complex computational problems, or a set of closely related computational problems. Clustered HPC Applications divide a computationally complex problem into a set of jobs and tasks which are coordinated by a job scheduler, such as provided by Microsoft HPC Pack, or similar HPC middleware, which distributes these in parallel across one or more computers operating within an HPC cluster. Cluster Node means a device that is dedicated to running Clustered HPC Applications or providing job scheduling services for Clustered HPC Applications. Consumption Rates means the prices for Microsoft Azure Services or, for certain Microsoft Azure Service Plans, any usage in excess of a specified quantity. Consumption Rates may also be referred to as "Overage Rates" or "Overage" in other Microsoft or Microsoft Azure documents. Copilot means a Microsoft Generative AI Service that is identified as a ‘Copilot.' Core Factor means a numerical value associated with a specific Physical Processor for purposes of determining the number of Licenses required to license all of the Physical Cores on a Server. Core Online Services means those Online Services listed as Core Online Services in the Privacy & Security Terms section. Covered Product means any Microsoft Copilot or Bing Chat Enterprise Product that is available for a fee through Microsoft volume licensing. Customer Data means all data, including all text, sound, video, or image files, and software, that are provided to Microsoft by, or on behalf of, Customer through use of the Online Service. Customer Data does not include Professional Services Data. Customer Health Bot Application means an application or any set of applications that adds primary and significant functionality to the Azure Health Bot Service and that is not primarily a substitute for the Azure Health Bot Service. Customer Solution means any application that the Customer makes available to its end users consisting of Customer's applications and the Microsoft Azure Services, whereby Customer's application adds primary and significant functionality and is not primarily a substitute to the Microsoft Azure Services. Customer applications that only provide billing, license management, and/or infrastructure services (e.g., virtual machines, containers, storage, or management for such infrastructure services) do not constitute "primary and significant functionality." Customize when used in connection with large language or multi-modal models, means to expose a model to Customer Data and instruct the model to use that Customer Data so that the model produces tailored Output Content that is more relevant to a specific customer. When used in connection with Copilots, this is sometimes called "grounding" and the Customer Data used to Customize a model may include information referred to as "grounding data." Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 179 Cycle Harvesting Node means a device that is not dedicated to running Clustered HPC Applications or job scheduling services for Clustered HPC Applications. Data Center Provider means an entity that provides infrastructure or software services, directly or indirectly, to another service provider. Microsoft may also serve as a Data Center Provider through Microsoft Azure. Data Protection Addendum (DPA) means the Microsoft Products and Services Data Protection Addendum published at https://aka.ms/DPA. Education Qualified User means an employee or contractor (except Students) who accesses or uses an Education Platform Product for the benefit of the Institution. Embedded Unified Solution means a business application developed by Customer's Reseller that the Reseller licenses to Customer that adds significant and primary functionality to an Embedded SL Product. External Connector License means a License assigned to a Server that permits access to the corresponding version of the server software or earlier versions of the server software by External Users. External Users means users that are not employees, onsite contractors or onsite agents of Customer or its Affiliates. Fail-over OSE means an OSE (or an Azure service) in which passive Instances of the server software are running in anticipation of a failover event. First-Party Consumption Services are Microsoft Online Services that are available as Azure meters. These Microsoft services include, but are not limited to, certain Power Platform, Dynamics 365, and GitHub meters. Government Community Cloud (U.S. only) means Online Services that are available exclusively to the Community. Use Rights for government community cloud services are equivalent to those of their standard multitenant equivalents unless otherwise noted. Qualifying Online Services are offered as government community cloud services and non-government community cloud services. Customers may be provisioned as one or the other but not a mix of both. Online Services designated as government community cloud may not be deployed in the same domain with specific non-government community cloud services. Graduate means a Student who has (1) completed a grade or a level in a school or an educational institution in the Organization that qualifies the Student for enrollment into college or university or (2) earned a diploma or degree from a college or university in the Organization. Hardware Thread means either a Physical Core or a hyper-thread in a Physical Processor. High Performance Computing (HPC) Workload means a workload where the server software is used to run a Cluster Node and is used in conjunction with other software as necessary to permit security, storage, performance enhancement and systems management on a Cluster Node for the purpose of supporting the Clustered HPC Applications. Input means all Customer Data that Customer provides, designates, selects, or inputs for use by a generative artificial intelligence technology to generate or Customize an output. Instance means an image of software that is created by executing the software's setup or install procedure or by duplicating an existing Instance. IoT Device means a computing device that (i) is designed or configured for use primarily with an industry- or task-specific software program that provides the primary functionality of the computing device ("IoT Program"), (ii) uses equal to or less than 16 physical cores, and (iii) is not designed to be marketed or primarily used as a multi-functional Server, or a commercially viable substitute for a multi-functional Server. Knowledge Worker means any employee (including a Student employee), contractor, or volunteer of or for the Institution who uses a Product or Qualified Device for the benefit of the institution or within the user's relationship with the Institution. This definition does not include users of any listed software product or online service as excluded from the definition of Knowledge Worker. License means the right to download, install, access and use a Product. Licensed Device means a single physical hardware system to which a License is assigned. Devices that are under the management or control of an entity other than Customer or one of its Affiliates are subject to the Outsourcing Software Management clause. For purposes of this definition, a hardware partition or blade is considered to be a separate device. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 180 Licensed Server means a single Server to which a License is assigned. Servers that are under the management or control of an entity other than Customer or one of its Affiliates are subject to the Outsourcing Software Management clause. For purposes of this definition, a hardware partition or blade is considered to be a separate Server. Licensed User means the single person to whom a License is assigned. License Mobility through Software Assurance Partner means an entity identified at https://www.microsoft.com/enus/licensing/licensing-programs/software-assurance-license-mobility and authorized by Microsoft to host customers' software on shared servers. Licensing Site means http://www.microsoft.com/licensing/contracts or a successor site. Listed Providers include entities identified by Microsoft at http://aka.ms/listedproviders. Microsoft may identify additional Listed Providers at http://aka.ms/listedproviders from time to time; however, if Customer is using an outsourcer at the time its Authorized Outsourcer status is terminated, then Customer may temporarily continue to use the same entity in its former Authorized Outsourcer capacity for one year from the date of that change in status. Management License (ML) means a License that permits management of one or more OSEs by the corresponding version of the server software or any earlier version of the server software. There are two categories of Management Licenses: Server Management License and Client Management License. There are three types of Client Management Licenses: User, OSE and device. A User Management License permits management of any OSE accessed by one user; an OSE Management License permits management of one OSE accessed by any user; a device Management License (Core CAL or Enterprise CAL Suite) permits management of any OSE on one device. Management License Equivalent License means a User SL identified in a Product's "Management License" table, or a CAL suite or SL, as identified in CAL and ML Equivalency Licenses, as applicable. A CAL suite is a Management License Equivalent License only if Customer purchased the license after the Server Products' Date Available or if Customer had active SA coverage as the Date Available. Managing an OSE means to solicit or receive data about, configure, or give instructions to the hardware or software that is directly or indirectly associated with the OSE. It does not include discovering the presence of a device or OSE. Metaprompts means instructions coded into a Microsoft Generative AI Service that provide directions to the service for generating Output Content. Microsoft Azure Services means the Microsoft services and features identified at http://azure.microsoft.com/services/, except those identified in the Product Terms as Microsoft Azure User Plans, or Microsoft Azure Support Plans. "Microsoft Azure Services" includes any open source components incorporated by Microsoft in those services and features. Microsoft Azure Services Plan means a subscription to one of the individual Microsoft Azure Services identified in the Product Terms as Microsoft Azure User Plans, or Microsoft Azure Support Plans. Microsoft Generative AI Service means an Online Service or feature thereof that provides Output Content using generative artificial intelligence technologies. Microsoft Translator means Translator Text API and/or Translator Speech API offered by Microsoft as a cloud based machine translation service. Network Server means a physical hardware server that provides resource assistant to computers in a network. Any Server that is under the management or control of an entity other than Customer or one of its Affiliates is subject to the Outsourcing Software Management clause in the Universal License Terms. Non-Microsoft Product means any third-party-branded software, data, service, website or product, unless incorporated by Microsoft in an Online Service. Online Service means a Microsoft-hosted service to which Customer subscribes under a Microsoft volume licensing agreement, including any service identified in the Online Services section of the Product Terms. It does not include software and services provided under separate license terms (such as via gallery, marketplace, console, or dialog). Operating System Environment (OSE) means all or part of an operating system Instance, or all or part of a virtual (or otherwise emulated) operating system Instance which enables separate machine identity (primary computer name or similar unique identifier) or separate administrative rights, and instances of applications, if any, configured to run on the operating system Instance or parts identified above. A physical hardware system can have one Physical OSE and/or one or more Virtual OSEs. Output Content means any data, text, sound, video, image, code, or other content generated by a model in response to Input. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 181 Personal Data means any information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. Physical Core means a core in a Physical Processor. Physical OSE means an OSE that is configured to run directly on a physical hardware system. The operating system Instance used to run hardware virtualization software or to provide hardware virtualization services is considered part of the Physical OSE. Physical Processor means a processor in a physical hardware system. Previews means preview, beta or other pre-release features, data center locations, and services offered by Microsoft for evaluation. Primary User means the user who uses a Licensed Device more than 50% of the time in any 90 day period. Primary Workload means either an OSE in which Instances of the server software are running under the "Use Rights" section of a product entry or an Azure service. Production Environment means any Physical or Virtual OSE running a production workload or accessing production data, or Physical OSE hosting one or more Virtual OSEs running production workloads or accessing production data. Professional Services means Microsoft technical support services and Microsoft consulting services (e.g., for data migration) provided to Customer. "Professional Services" does not include Products. Professional Services Data means all data, including all text, sound, video, image files or software, that are provided to Microsoft, by or on behalf of a Customer (or that Customer authorizes Microsoft to obtain from a Product) or otherwise obtained or processed by or on behalf of Microsoft through an engagement with Microsoft to obtain Professional Services. Qualifying Third Party Device means a device that is not controlled, directly or indirectly, by Customer or its Affiliates (e.g., a third party's public kiosk). Running Instance means an Instance of software that is loaded into memory and for which one or more instructions have been executed. (Customer "Runs an Instance" of software by loading it into memory and executing one or more of its instructions.) Once running, an Instance is considered to be running (whether or not its instructions continue to execute) until it is removed from memory. Services Deliverables means any computer code or materials (including without limitation proofs of concept, documentation and design recommendations, sample code, software libraries, algorithms and machine learning models) other than Products or Fixes that Microsoft leaves with Customer at the conclusion of Microsoft's performance of Professional Services. SL means subscription License that allows access to software or a hosted service for a defined period of time. Server means a physical hardware system capable of running server software. Server Farm means a single data center or two data centers each physically located either in time zones not more than four hours apart, or within the EU or EFTA. A data center can be moved from one Server Farm to another, but not on a short-term basis. (EU is European Union; EFTA is European Free Trade Association). Standard means any technology specification created by an organization, consortium, trade association, special interest group, or similar entity whose activities include producing or promoting technology specifications meant for widespread adoption. Standards include, but are not limited to: any version of MPEG-2, MPEG-4 Visual/MPEG-4 Part 2, VC-1, MPEG-4 Part 10/H.264, MPEG-H Part 2/H.265, MPEG-I Part 3/H.266, AAC, HDCP, HDMI, DisplayPort, DivX, JPEG, MJPEG, AC-3/Dolby Digital, AC-4/Dolby Digital Plus, DTS, Dolby TrueHD, DTS-HD, VP8, VP9, AV1, AMR-NB, AMR-WB, EVS, IEEE 802.11[x] (aka WiFi), IEEE 802.16 (aka Wi-MAX), UMTS, EDGE, GPRS, GSM, CDMA, TD-SCDMA, WCDMA, HSxPA, LTE, 2G, 3G, 4G, 5G, Bluetooth (aka IEEE 802.15.1) and their predecessors and successors. Step-up means a license purchased in addition to (and associated with) a previously acquired base license. For any Step-up User SL not appearing individually in the Product Terms, the license terms applicable to the equivalent full User SL apply. Student means any individual enrolled in any educational institution that is part of Institution's Organization whether on a full-time or part-time basis. Student Qualified Device means a Qualified Device owned, leased, or controlled by a Student or owned, leased, or controlled by the Organization and assigned for individual, dedicated use by a Student. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 182 Subprocessor means other processors used by Microsoft to process data. Telecommunication Service Providers are entities that provide communications services, telephony services, voice or data transmission services, and wireless prepaid services. Unique Committer is a Licensed User of GitHub Enterprise/Azure DevOps or an offering that includes GitHub Enterprise/Azure DevOps who has made a commit in the last 90 days to any repository with any GitHub Advanced Security functionality activated. Virtual Core means the unit of processing power in a virtual hardware system. A Virtual Core is the virtual representation of one or more hardware threads. Virtual OSE means an OSE that is configured to run on a virtual hardware system. Web Workload (also referred to as "Internet Web Solutions") are publicly available web pages, websites, web applications, web services, and/or POP3 mail serving. For clarity, access to content, information, and applications served by the software within an Internet Web Solution is not limited to Customer's or its affiliates' employees. Software in Internet Web Solutions is used to run: web server software (for example, Microsoft Internet Information Services), and management or security agents (for example, the System Center Operations Manager agent); database engine software (for example, Microsoft SQL Server) solely to support Internet Web Solutions; or the Domain Name System (DNS) service to provide resolution of Internet names to IP addresses as long as that is not the sole function of that instance of the software. Windows Server Container with Hyper-V isolation (formerly known as, Hyper-V Container) is a container technology in Windows Server which utilizes a virtual operating system environment to host one or more Windows Server Container(s). Each Hyper-V isolation instance used to host one or more Windows Server Container is considered one Virtual OSE. Windows Server Container without Hyper-V isolation (formerly known as, Windows Server Container) is a feature of Windows Server software. Windows Software Components means components of Windows software included in a Product. Microsoft .NET Framework, Microsoft Data Access Components, PowerShell software and certain .dlls related to Microsoft Build, Windows Identity Foundation, Windows Library for JAVAScript, Debghelp.dll, and Web Deploy technologies are all Windows Software Components. Attributes Attributes are identified in the tables in each Product Entry, and indicate rights or conditions applicable to the Products. Additional Software: Software identified in the Use Rights for Server Products that Customer is permitted to use on any device in conjunction with its use of server software. Add-ons and From SA: Indicates the Product is available as an Add-on, and/or From SA. For details, refer to the Add-ons and From SA sections for each respective product and online service. Client Access Requirement: Indicates whether or not a Server Product requires CALs for access by users and devices. Disaster Recovery: Rights available to SA customers to use software for conditional disaster recovery purposes; refer to Servers - Disaster Recovery Rights section of Software Assurance Benefits. Down Editions: Permitted lower editions corresponding to specified higher editions. Customer may use the permitted lower edition in place of a licensed higher-level edition, as permitted in the Universal License Terms. Extended Term Eligible: Online services that are eligible for an extended term as described in the Enterprise and Enterprise Subscription licensing agreement. External User Access Requirement: Indicates specific license requirements or options for access by External Users. Fail-Over Rights: An SA benefit that allows Customer to run passive fail-over Instances as described in the Product entry. Included Technologies: Indicates other Microsoft components included in a Product; refer to the Included Technologies section of Universal License Terms for details. License Mobility: Rights available to SA customers either to reassign licenses outside the standard timelines or to use Products on multitenant servers outside their own datacenters; refer to License Mobility section of Software Assurance Benefits. License Terms: Terms and conditions governing deployment and use of a Product. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 183 Migration Rights: Customer may be able to upgrade from prior versions of the software or other Products under special terms published in the Product Entry or Product List as indicated. Customer may also have non-standard downgrade rights to use prior versions of the same or other Products in place of the licensed version. Notices: Identifies the notices applicable for a Product; refer to the Notices section for details. Online Subscription Program (OSP): The Product is available in an Online Subscription program. Prerequisite: Indicates that certain additional conditions must be met in order to purchase Licenses for the Product. Prerequisite (SA):Indicates that certain additional conditions must be met in order to purchase SA coverage for the Product. Prior Version: Earlier versions of Product and their Date Available. Product Pool: Indicates the grouping of Products that the Product belongs to for the purposes of determining pricing discounts. There are three Product pool categories; Application, Server and System. Product-Specific License Terms, or Product-Specific Terms: Indicates the Product-specific terms and conditions governing deployment and use of the Product in the Product Terms, including those in the product specific sections of the Product Terms. Promotions: Indicates that limited time offers apply to the Product as described in Promotions. Qualified User Exemption: Exemption applicable to users who access Products solely under one of these licenses. These users are exempt from being counted as a Qualified User under Customer's volume licensing agreement, notwithstanding anything to the contrary in that agreement. Reduction Eligible: An Online Service for a customer that has an Enterprise Enrollment, Enterprise Subscription Enrollment, Microsoft Azure Enrollment or Enrollment for Education Solutions can report a reduction in licenses or Allocated Annual prepayment. Reduction Eligible (SCE): Products for which a Server & Cloud Enrollment customer can report a reduction in subscription licenses or future Allocated Annual prepayment after 12 continuous months. Roaming Rights: An SA benefit that permits the Primary User of a Licensed Device certain access and use rights. The Primary User may use a Qualifying Third Party Device to (i) remotely access and use permitted Instances or copies of the software running on Servers (subject to the Outsourcing Software Management clause in the Universal License Terms for all Software), or (ii) locally use a permitted Instance or copy in a Virtual OSE. No other user may use the software under the same License at the same time. Despite anything to the contrary in Customer's volume licensing agreement, Qualified Desktops and Devices do not include any Qualifying Third Party Devices from which Customer's users access and use the software and any (other) enterprise product solely under Roaming Rights. SA Benefits Pool: Indicates the category of the Product for purposes of determining SA Benefits broadly applicable to that Product Pool, as listed in Software Assurance Benefits. SA Equivalent Rights: Software SLs acquired under a Server and Cloud Enrollment or Microsoft Products and Services Agreement provide the same SA rights and benefits during the term of the Subscription as Licenses with SA coverage. Self Hosting: An SA benefit that permits use of Products for conditional hosting purposes; refer to the Servers - Self Hosted Applications section of Software Assurance Benefits. Student Use Benefit: The option for Institutions that license a qualifying Product for their Organization-wide count to license a Product for use by their Students at a ratio of 1:15 or 1:40 Students per Education Qualified User or Knowledge Worker (or staff/faculty user) at no additional cost. The qualifying Products and the Products eligible for the Student use, and the applicable ratios are identified in Student Use Benefits and Academic Programs. Such Student Licenses may not be counted toward minimum order requirements. The License Terms for the Products licensed under the Student Use Benefit govern Students' use. Rights to use Products under the Student Use Benefit expire when Student is no longer affiliated with the Institution. Suite: A Product that is comprised of components that are also licensed separately. A suite is licensed under a single License that is assigned to a single user or device, and allows use of all of its components on the single device or by a single user to which it is assigned. The components of the Suite may not be separated and used on separate devices or by separate users. True-Up Eligible: An Online Service subscription License that an Enterprise or Enterprise Subscription customer can order via the trueup or annual order process rather than monthly. UTD Discount: An Up to Date Discount is a discount available to Open Value Subscription customers ordering licenses for Product during the first year of their agreement if they have a License for the corresponding qualifying Product. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 184 Cell Values Cell Values are used in the Program Availability table in each of each Product Entry to identify how the Product is offered in each program. The volume licensing program agreements define these offering types. A = Additional Product: The Product is offered as an Additional Product. AF = Additional Product Faculty: The Product is offered as an Additional Product for the School program and must be licensed on an Organization-wide basis covering all Faculty and Staff. AO = Additional Product Organization Wide: The Product is offered as an Additional Product and must be ordered organization-wide. AP = Additional Product in EES 2017: The Product is offered as an Additional Product for the Enrollment for Education Solutions (with a publication date on or after October 2017). AS = Additional Product School: The Product is offered as an Additional Product for the School program only. E = Enterprise Product: The Product is offered as an Enterprise Product, but not a desktop. ED = Education Desktop: The Product is offered as an education desktop platform product with either Enterprise CAL Suite or Core CAL Suite under Enrollment for Education Solutions (with a publication date prior to October 2017) and Open Value Subscription - Education Solutions and must be licensed on an Organization-wide basis covering all Faculty and Staff. EO = Enterprise Online Service: The Online Service is offered as an enterprise Online Service or platform Online Service and satisfies the Enterprise Product requirements. EO for Core CAL and Enterprise CAL Suite require the corresponding CAL Suite Bridge. EP = Education Platform Product: The Product is offered as an Education Platform Product under the Enrollment for Education Solutions (with a publication date on or after October 2017) and must be licensed on an Organization-wide basis covering all Education Qualified Users or Knowledge Workers or for the full Student Count. OM = Open Minimum: Each License counts solely as 5 Licenses for purposes of the initial order minimum in Open License and Open Value. OW = Organization-wide: Available under the Organization-wide option. P = Non-Organization Wide in Open Value: The Product is offered on a non-Organization Wide basis in Open Value. S = Student Offering School Only: The Product is offered as a Student Offering under School Program only and must be ordered for the full Student Count. SD = School Desktop Platform Product: The Product is offered as a school desktop platform product with either Enterprise CAL Suite or Core CAL Suite under School Program. An SD is counted as three units. ST = Student Offering: The Product is offered as a Student Offering and must be ordered for the full Student Count. SP = Server and Tools Product: The Product is a server and tools product offered under the Server and Cloud Enrollment. UC = United States Government Community Cloud Service: The Online Service is offered as a Government Community Cloud (U.S. only) Service. For UC availability for Online Service suites, refer to the Program Availability table for each of the suite's components. Other Legal Terms CAL and ML Equivalency Licenses Rights to access server software running on Customer’s Licensed Servers or to Manage OSEs are available under CAL suites and Online Services SLs. The tables below show the applicable CAL suite or SL that satisfies the License requirement for access to (or management of) the respective Server Product’s base or additive functions. CAL suites must be purchased after the Product’s Date Available or have active SA coverage on such date to satisfy access requirements for the current version of the Server Product. Core CAL Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 185 Core CAL Servers Suite Bridge O365 Bridge Intune Bridge O365+Intune Bridge EMS Exchange Server 2019 Standard Base X X X Exchange Server 2019 Enterprise Base X X X SharePoint Server Subscription Edition Base X X X Skype for Business Server 2019 Base X X X Windows Server 2022 Standard Base X X X X Windows Server 2022 Datacenter Base X X X X Windows MultiPoint Server 2016 Premium (Academic only) Base X X X X Microsoft Endpoint Configuration Manager (formerly, System Center Configuration Manager) Management X X System Center Endpoint Protection 1606 Management X X Enterprise CAL Note: A license for the Enterprise CAL Suite with active SA coverage provides rights equivalent to Data Loss Prevention and Exchange Online Protection. Enterprise CAL Servers Suite Bridge O365 Bridge Intune Bridge O365+Intune EMS Bridge EMS Exchange Server 2019 Standard Base X X X Additive X X X Exchange Server 2019 Enterprise Base X X X Additive X X X SharePoint Server Subscription Edition Base X X X Additive X X X Microsoft Audit and Control Management Server 2013 Base X X X Skype for Business Server 2019 Base X X X Additive X X X Windows Server 2022 Standard Base X X X X Additive (RMS) X X X X Windows Server 2022 Datacenter Base X X X X Additive (RMS) X X X X Windows MultiPoint Server 2016 Premium (Academic only) Base X X X X Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 186 Enterprise CAL Servers Suite Bridge O365 Bridge Intune Bridge O365+Intune EMS Bridge EMS Additive (RMS) X X X X Advanced Threat Analytics 2016 Management X X X Microsoft Endpoint Configuration Manager (formerly, System Center Configuration Manager) Management X X System Center Endpoint Protection 1606 Management X X Enterprise Mobility + Security Note: With the exception of Advanced Threat Analytics 2016 and Microsoft Endpoint Configuration Manager, users licensed through Student Use Benefits do not satisfy the License requirement for access to (or management of) the Products in this table. Enterprise Mobility + Security Servers E3 E5 Windows Server 2022 Standard Base X X Additive (RMS) X X Additive (MIM) X X Windows Server 2022 Datacenter Base X X Additive (RMS) X X Additive (MIM) X X Windows MultiPoint Server 2016 Premium (Academic only) Base X X Additive (RMS) X X Advanced Threat Analytics 2016 Management X X Microsoft Endpoint Configuration Manager (formerly, System Center Configuration Manager) Management X X System Center Endpoint Protection 1606 Management X X System Center Service Manager Management X X Office 365 Enterprise Note: Office 365 Nonprofit E1 does not satisfy the License requirement for access to (or management of) the Products in this table. Office 365 Enterprise Servers E1 E3 E5 Exchange Server 2019 Standard Base X X X Additive X X Exchange Server 2019 Enterprise Base X X X Additive X X SharePoint Server Subscription Edition Base X X X Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 187 Office 365 Enterprise Servers E1 E3 E5 Additive X X Microsoft Audit and Control Management Server 2013 Base X X Skype for Business Server 2019 Base X X X Additive (Enterprise) X X X Additive (Plus) X Microsoft 365 Microsoft 365 Servers F1/F3 E3 E5 Exchange Server 2019 Standard Base X X Additive X X Exchange Server 2019 Enterprise Base X X Additive X X SharePoint Server Subscription Edition Base X X Additive X X Microsoft Audit and Control Management Server 2013 Base X X Skype for Business Server 2019 Base X X Additive (Enterprise) X X Additive (Plus) X Windows Server 2022 Standard Base X X X Additive (RMS) X X X Additive (MIM) X X X Windows Server 2022 Datacenter Base X X X Additive (RMS) X X X Additive (MIM) X X X Advanced Threat Analytics 2016 Management X X X Microsoft Endpoint Configuration Manager (formerly, System Center Configuration Manager) Management X X X System Center Endpoint Protection 1606 Management X X X System Center Service Manager Management X X X Notices Where indicated in the Use Rights or Service Specific Terms section of each Product entry, the following notices apply: Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 188 Notice about Internet-based Features Software Products may contain features that connect and send information over the Internet, without additional notice to Customer, to Microsoft's systems and those of its Affiliates and service providers. Use of that information is described in the terms accompanying the internet-based features, Product documentation, and Microsoft Privacy Statement (aka.ms/privacy). Unless stated otherwise, Microsoft is a controller of Personal Data processed in connection with Customer's use of Internet-based features in software Products. When Microsoft is a controller for Internet-based features, Microsoft will handle the Personal Data in accordance with the Microsoft Privacy Statement (aka.ms/privacy), and the Data Protection Addendum terms do not apply. Notice about Malware protection Microsoft cares about protecting customers' devices from malware. The software will turn on malware protection if other protection is not installed or has expired. To do so, other antimalware software will be disabled or may have to be removed. Notice about H.265/HEVC Video Standard The software may include H.265/HEVC coding technology. Access Advance LLC requires this notice: IF INCLUDED, THE H.265/HEVC TECHNOLOGY IN THIS SOFTWARE IS COVERED BY ONE OR MORE CLAIMS OF THE HEVC PATENTS LISTED AT: PATENTLIST.ACCESSADVANCE.COM. DEPENDING ON HOW YOU OTBTAINED THE SOFTWARE, THIS PRODUCT MAY BE LICENSED UNDER THE HEVC ADVANCE PATENT PORTFOLIO. If this software is installed on a Microsoft device, additional licensing information can be found at: https://www.aka.ms/HEVCVirtualPatentMarking. Notice about Bing For any component of Software or an Online Service that is powered by Bing, as disclosed in the product documentation, Customer's use of Bing is governed by the Microsoft Services Agreement (https://go.microsoft.com/fwlink/?linkid=2178408) and the Microsoft Privacy Statement (https://go.microsoft.com/fwlink/?LinkId=521839), except that noncommercial use limitations do not apply to Products available for a fee through Microsoft volume licensing. The Data Protection Addendum does not apply to Customer's use of Bing search within Microsoft Generative AI Services. Notice about Bing Maps The Online Service or its included software includes use of Bing Maps. Any content provided through Bing Maps, including geocodes, can only be used within the product through which the content is provided. Customer's use of Bing Maps is governed by the Bing Maps End User Terms of Use available at go.microsoft.com/?linkid=9710837 and the Microsoft Privacy Statement available at go.microsoft.com/fwlink/?LinkID=248686. Notice about Azure Media Services H.265/HEVC Encoding Customer must obtain its own patent license(s) from any third party H.265/HEVC patent pools or rights holders before using Azure Media Services to encode or decode H.265/HEVC media. Notice about Adobe Flash Player The software may include a version of Adobe Flash Player. Customer agrees that its use of the Adobe Flash Player is governed by the license terms for Adobe Systems Incorporated at http://go.microsoft.com/fwlink/?linkid=248532. Adobe and Flash are either registered trademarks or trademarks of Adobe Systems Incorporated in the United States and/or other countries. Notice about Communication Services Certain Online Services provide services for voice and text communications ("Communication Services"). These Communication Services are provided by Microsoft through the Microsoft Affiliate or other service provider authorized to administer them. Pricing for Communication Services may include applicable taxes and fees. Communication Services terms may vary from country to country. All included taxes, fees and terms for Communication Services are disclosed in the terms of use available on the Volume Licensing site at https://aka.ms/CommunicationServicesTerms. If an Online Service enables you to access voice and text communication features provided by third parties those services are provided under separate terms directly between you and the third party. Microsoft is not the provider of, and does not manage billing or support for, any such third-party communication services. Notice about H.264/AVC Video Standard and VC-1 Video Standard Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 189 This software may include H.264/AVC and VC-1, compression technology. MPEG LA, L.L.C. requires this notice: THIS PRODUCT IS LICENSED UNDER THE H.264/AVC, AND THE VC-1 PATENT PORTFOLIO LICENSES FOR THE PERSONAL AND NONCOMMERCIAL USE OF A CONSUMER TO (i) ENCODE VIDEO IN COMPLIANCE WITH THE ABOVE (VIDEO STANDARDS) AND/OR (ii) DECODE H.264/AVC, VC-1 THAT WAS ENCODED BY A CONSUMER ENGAGED IN A PERSONAL AND NON-COMMERCIAL ACTIVITY AND/OR WAS OBTAINED FROM A VIDEO PROVIDER LICENSED TO PROVIDE SUCH VIDEO. NO LICENSE IS GRANTED OR SHALL BE IMPLIED FOR ANY OTHER USE. ADDITIONAL INFORMATION MAY BE OBTAINED FROM MPEG LA, L.L.C. REFER TO www.mpegla.com. For clarification purposes, this notice does not limit or inhibit the use of the software for normal business uses that are personal to that business which do not include (i) redistribution of the software to third parties, or (ii) creation of content compliant with the VIDEO STANDARDS technologies for distribution to third parties. Notice about NVIDIA Components The software may include components of NVIDIA Corporation's CUDA Toolkit, NVIDIA drivers, CUDA Deep Neural Network Library (cuDNN), NVIDIA Collective Communications Library (NCCL), and NVIDIA TensorRT ("NVIDIA Components"). Customer agrees that its use NVIDIA Components in the software is governed by the following NVIDIA license terms, as applicable: for NVIDIA CUDA Toolkit, https://docs.nvidia.com/cuda/eula/index.html; for NVIDIA drivers, https://www.nvidia.com/content/DriverDownloadMarch2009/licence.php?lang=us; for cuDNN it is http://docs.nvidia.com/deeplearning/sdk/cudnn-sla/index.html; for NCCL it is http://docs.nvidia.com/deeplearning/sdk/nccl-sla/index.html; and for TensorRT it is https://docs.nvidia.com/deeplearning/sdk/tensorrtsla/index.html. As stated in their respective license terms, Customer acknowledges that certain NVIDIA Components as delivered are not tested or certified by NVIDIA for use in connection with the design, construction, maintenance, and/or operation of Critical Applications, that is systems where the use or failure of such system could result in a situation that threatens the safety of human life or results in catastrophic damages. Neither Microsoft nor NVIDIA shall be liable to Customer or any third party, in whole or in part, for any claims or damages arising from Critical Applications uses. Customer agrees to indemnify NVIDIA against all claims, damages, and costs arising from Critical Application uses as stated in the applicable NVIDIA terms. Customer is solely responsible for ensuring that any product or service developed with the NVIDIA Components as a whole includes sufficient features to comply with all applicable legal and regulatory standards and requirements. Professional Services Customer's right to use Professional Services are subject to these Product Terms. If, however, Professional Services are provided pursuant to a separate agreement, then the terms of that separate agreement will apply to those Professional Services. In the event of a conflict between these Product Terms and any separate agreement, the most current terms or agreement governing the Professional Services will control. If Customer's volume licensing agreement is a Microsoft Business Agreement version dated prior to September 2007 or otherwise does not include terms for Professional Services, and Customer has not signed any other master-level Microsoft Services agreement, these Product Terms will apply to any Professional Services purchased and used by Customer. Data protection and security terms for Professional Services Data are in the DPA. When used in the sections listed below, the defined term "Professional Services" includes Supplemental Professional Services, and the defined term "Professional Services Data" includes data obtained for Supplemental Professional Services. Warranties; Obligations of the Parties Microsoft warrants that it will perform the Professional Services with professional care and skill. If Microsoft fails to do so and Customer notifies Microsoft of such performance failure within 90 days of the date of performance, then Microsoft will either re-perform the Professional Services or return the price Customer paid for them. The foregoing is Customer's sole remedy for breach of the Professional Services warranty. Notwithstanding the foregoing, Services Deliverables that are provided without charge are provided "AS-IS," WITHOUT ANY WARRANTY. Except for the limited warranty above, Microsoft provides no warranties or conditions and disclaims any other express, implied or statutory warranties, including warranties of quality, title, non-infringement, merchantability and fitness for a particular purpose. Customer will perform its applicable responsibilities and obligations to support Microsoft's performance of the Professional Services. Customer is solely responsible for testing, deploying, maintaining and supporting Services Deliverables that are provided or recommended without charge by Microsoft. Acceptable Use Policy Customer must not (and is not licensed to) use the Services Deliverables: in a way prohibited by law, regulation, governmental order or decree; to violate the rights of others; or Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 190 in any application or situation where use of the Services Deliverables could lead to the death or serious bodily injury of any person, or to severe physical or environmental damage, except in accordance with the High Risk Use section below. High Risk Use WARNING: Modern technologies may be used in new and innovative ways, and Customer must consider whether its specific use of these technologies is safe. The Services Deliverables are not designed or intended to support any use in which a service interruption, defect, error, or other failure of a Services Deliverable could result in the death or serious bodily injury of any person or in physical or environmental damage (collectively, "High Risk Use"). Accordingly, Customer must design and implement the Services Deliverables such that, in the event of any interruption, defect, error, or other failure of the Services Deliverables, the safety of people, property, and the environment are not reduced below a level that is reasonable, appropriate, and legal, whether in general or for a specific industry. Customer's High Risk Use of the Services Deliverables is at its own risk. Customer agrees to defend, indemnify and hold Microsoft harmless from and against all damages, costs and attorneys' fees in connection with Customer's High Risk Use. The foregoing indemnification obligation is in addition to any defense obligation set forth in Customer's separate agreement and is not subject to any limitation of, or exclusion from, liability contained in such agreements. Limitation of Liability To the extent permitted by applicable law, each party's total liability for all claims relating to Professional Services will be limited to the amounts Customer was required to pay for the Professional Services or the limitation of liability for the Online Service with which the Professional Services are offered, whichever is greater. For Professional Services and Services Deliverables provided free of charge and Services Deliverables that Customer is authorized to redistribute to third parties without separate payment to Microsoft, Microsoft's liability is limited to direct damages finally awarded up to US$5,000. In no event will either party be liable for indirect, incidental, special, punitive, or consequential damages, including loss of use, loss of profits, or interruption of business, however caused or on any theory of liability in relation to the Professional Services or Services Deliverables. No limitation or exclusions will apply to liability arising out of either party's (1) confidentiality obligations (except for all liability limited to Customer Data and Professional Services Data, which remain subject to the limitations and exclusions above); or (2) violation of the other party's intellectual property rights. Use, Ownership, and License Rights Fixes "Fixes" are Product fixes, modifications or enhancements, or their derivatives, that Microsoft either releases generally (such as service packs) or that Microsoft provides to Customer to address a specific issue. Each Fix is licensed under the same terms as the Product to which it applies. If a Fix is not provided for a specific Product, any use terms Microsoft provides with the Fix will apply. Pre-Existing Work "Pre-Existing Work" means any computer code or non-code based written materials developed or otherwise obtained independent of the Professional Services or Customer's volume licensing agreement. All rights in Pre-Existing Work shall remain the sole property of the party providing the Pre-Existing Work. Each party may use, reproduce and modify the other party's Pre-Existing Work only as needed to perform obligations related to Professional Services. If Customer chooses to disclose its source code to Microsoft during a Professional Services engagement, then prior to such disclosure, Customer will remove any third-party source code that Customer is prohibited from disclosing. Services Deliverables License Upon payment in full for fee based Professional Services, otherwise upon delivery, Microsoft grants Customer a non-exclusive, nontransferable, perpetual license to reproduce, use, and modify the Services Deliverables solely in the form delivered to Customer and solely for Customer's internal business purposes, subject to and in accordance with these Product Terms, the terms and conditions in Customer's volume licensing agreement and any agreed statement of services. Some Services Deliverables and third-party content may be provided under a separate license, such as an open source license. In the event of a conflict between these Product Terms and any separate license, the separate license will prevail with respect to the Services Deliverables or third-party content that is the subject of such separate license. Each party reserves all rights (and no one receives any rights) not expressly granted by the foregoing licenses. Retained Rights Products, Fixes, and Services Deliverables are protected by copyright and other intellectual property rights laws and international treaties. Microsoft reserves all rights not expressly granted in these terms. No rights will be granted or implied by waiver or estoppel. Rights to access or use Software on a device do not give Customer any right to implement Microsoft patents or other Microsoft intellectual property in the device itself or in any other software or devices. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 191 License Restrictions Customer must not (and is not licensed to) (1) reverse engineer, decompile, disassemble or work around any technical limitations in any Product, Fix, or Services Deliverable except to the extent that applicable law doesn't allow this restriction, (2) install or use non-Microsoft technology in a way that would subject Microsoft's intellectual property or technology to any other license terms, or (3) work around any technical limitations in a Product, Fix, or Services Deliverable or restrictions in Product Documentation. Except as expressly permitted in Customer's separate agreement and any agreed statement of services or separate license, or Product documentation, Customer must not (and is not licensed to) (1) separate and run parts of a Product or Fix on more than one device, upgrade or downgrade parts of a Product or Fix at different times, or transfer parts of a Product or Fix separately, or (2) distribute, sublicense, rent, lease, lend, sell, offer for sale or otherwise make available any Products, Fixes, or Services Deliverables, in whole or in part, or use them to offer hosting services to a third party. Feedback "Feedback" means expertise and knowledge, including industry knowhow, as well as comments, input and suggestions regarding the Services Deliverables, Professional Services and the products, technologies, services, or any components of the foregoing, whether prerelease or commercially released, of either Microsoft or Customer. Neither Microsoft nor Customer are required to provide Feedback to the other in connection with Professional Services, but if a party in its sole discretion does provide Feedback, both parties agree that the receiving party should be free to use such Feedback without obligation. Accordingly, to the extent that the party providing Feedback owns or controls copyrights or trade secrets covering such Feedback, that party grants to the receiving party and its Affiliates a worldwide, non-exclusive, perpetual, irrevocable and royalty-free license in such intellectual property to: (1) to make, use, modify, distribute, create derivative works and otherwise commercialize the Feedback as part of Microsoft's or Customer's products, technologies, services or any of their components, including without limitation pre-release and commercially released versions of such offerings; and (2) sublicense to third parties the foregoing rights, including the right to grant further sublicenses. Neither party will provide any Feedback subject to any terms that would impose any obligation on or require attribution by the receiving party. Any party receiving Feedback further acknowledges that (1) it has sole and absolute discretion regarding whether it implements such Feedback; (2) it shall base its offerings and marketing plans solely on its own independent research and analysis; and (3) it assumes all risks associated with any implementation of such Feedback. Non-Microsoft Technology Customer is solely responsible for any non-Microsoft software or technology that it installs or uses with the Online Services, Fixes, or Services Deliverables, including without limitation when Customer asks Microsoft to use or modify such third-party content. Use of Technical Information from Professional Services Microsoft may use any technical information it derives from providing Professional Services for problem resolution, troubleshooting, product functionality enhancements, in Fixes, and for Microsoft's knowledge base. Microsoft agrees not to identify Customer or disclose any of Customer's confidential information as part of such use. Affiliates' Rights Customer may sublicense the rights to use Services Deliverables to its Affiliates, but Customer's Affiliates may not sublicense these rights. Customer is liable for ensuring its Affiliates' compliance with the terms of these Professional Services terms and Customer's volume licensing agreement. Government Customers If Customer is a government entity, then the following terms apply to any Professional Services provided at no charge to Customer. Microsoft waives any and all entitlement to compensation from Customer for the Professional Services. In compliance with applicable laws and regulations, Microsoft and Customer acknowledge that the Professional Services are for the sole benefit and use of Customer and not provided for the personal use or benefit of any individual government employee. Availability Described below are some of the Professional Services that are available for purchase through Microsoft Volume Licensing. Additional Professional Services may be available and will be described in Customer's Enterprise Services Work Order or other applicable Statement of Services. Microsoft Support Services Microsoft Support Services are a set of comprehensive enterprise support services. Microsoft Unified or Premier Support, including Enhanced Services and Solutions, are available for purchase through Microsoft Volume Licensing. Microsoft Unified Support Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 192 Unified Support services are sold in packages and described in the applicable services description document. Unified Advanced and Performance support services are delivered as described in the Support & Consulting Services Description ("SCSD") located at https://www.microsoft.com/en-us/microsoftservices/support-consulting-services-description. Unified Enterprise support services are delivered as described in the Unified Enterprise Support Services Description ("USSD") located at https://www.microsoft.com/unified-support-services-description. Microsoft Premier Support Premier Support services are sold in packages as described in the Enterprise Services Description of Services ("Description of Services"), located at https://www.microsoft.com/en-us/microsoftservices/description-of-services. Microsoft Enhanced Services and Solutions for Premier and Unified Support In addition to the services provided as part of the Unified Support packages and Premier packages, the following optional Enhanced Services and Solutions may be purchased. Enhanced Services and Solutions are available for an additional fee. Designated Support Engineering ("DSE"): DSE services are delivered as described in the applicable services description (SCSD or USSD). Rapid Response services are delivered as described in the applicable services description (SCSD or USSD). For Unified Support only - Microsoft Azure Event Management ("AEM") services are delivered as described in the USSD. For Unified Support only - Office 365 Engineering Direct services are delivered as described in the USSD. Developer Support services are delivered as described in the applicable services description (SCSD or USSD). For Unified Support only - Support for Mission Critical services are delivered as described in the USSD. Microsoft Support Services Business Rules Reference the applicable services description (SCSD or USSD) for applicable rules and limitations for the support services being purchased, in addition to the following: Support Services are provided in the country in which the VL agreement is signed. Contact Microsoft for the purchase of any additional Unified or Premier Support services that are not available for purchase through Microsoft Volume Licensing. Microsoft Digital Advisory Services Offerings The Digital Advisory Service offerings are only available for US Federal customers. The Digital Advisory Services offerings contain the following components which will be provided for each year of the Customer's Volume Licensing Agreement: Area Digital Advisory Connect Digital Advisory Foundation Digital Advisory Portfolio SKU Product Family 9TH-xxxx BA3-xxxx 9RO-xxxx Service Delivery Up to 400 hours in aggregate of a Microsoft Digital Advisor and the Enterprise Service Delivery Team Up to 800 hours in aggregate of a Microsoft Digital Advisor and the Enterprise Service Delivery Team Up to 1600 hours in aggregate of a Microsoft Digital Advisor and the Enterprise Service Delivery Team Services Delivery Plan (SDP) Specific services provided may change over time. Digital Advisory Network Specific services provided may change over time. Digital Advisory Services Library Specific services provided may change over time. Digital Advisory Capacity (SKU Product Family: 9RS-xxxx) 200 hours of Digital Advisor (can be added to any engagement) Digital Advisory Service Modules The Digital Advisory engagement includes one or more Digital Advisory service modules, as documented in the Service Delivery Plan. Services Out of Scope Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 193 The Professional Services in a Digital Advisory engagement do not include problem resolution or break fix support, review of nonMicrosoft source code, or technical or architectural consultation beyond the deliverables as described in a Services Delivery Plan. For any non-Microsoft source code, Microsoft's Professional Services will be limited to analysis of binary data only, such as a process dump or network monitor trace. Customer Responsibilities Customer agrees to cooperate with Microsoft as part of the Digital Advisory engagement, including but not limited to making Customer's representatives, IT staff, and resources available to Microsoft, providing accurate and complete information, and timely completing responsibilities assigned to Customer by Microsoft. Onsite visits of Microsoft resources must be mutually agreed, and Customer is responsible for reasonable travel and living expenses, as determined by the Digital Advisor. Microsoft Viva Glint Professional Services Offerings Definitions Qualified Customers means Customers that had an active subscription for Legacy Glint Services within 120 calendar days prior to purchasing Viva Glint. Eligible Users means users who have an active license for Viva Glint Professional Services. Legacy Glint Services means Glint Engage, Glint Engage and Lifecycle, and Glint People Success as set forth in Customer's most recently active LinkedIn Order Form(s) as defined at https://www.linkedin.com/legal/l/lsa. Entitlement Term means the period from Eligible Customer's purchase of Viva Glint Professional Services until the earliest of 1) expiration of Eligible Customer's Viva Glint Professional Services enrollment; 2) migration of Eligible Customer's data from Legacy Glint Services to Viva Glint; 3) the date that Qualified Customer declines migration of its data from Legacy Glint Services to Viva Glint; or 4) termination of Eligible Customer's Viva Glint enrollment, Viva Glint Professional Services enrollment, or volume licensing agreement. Purchasing Minimums Viva Glint Professional Services are only available for purchase by Qualified Customers who have purchased the Minimum QTY of Base Licenses set forth in the table below. Viva Glint Professional Services Minimum QTY Base Licenses Glint Customer Success Platinum Administration 40,000 Viva Glint (standalone or suite) Glint People Science Essentials 1,000 Viva Glint (standalone or suite) Glint People Science Premium 5,000 Viva Glint (standalone or suite) Reduction Eligibility Customers can report a reduction in licenses for Viva Glint Professional Services. Legacy Glint Entitlement Purchase of certain Viva Glint Professional Services entitles Qualified Customers to give Eligible Users access to the equivalent Legacy Glint People Science Services (as set forth in the table below) during the Entitlement Term. Customer's access to and use of Legacy Glint Services are governed by the terms set forth in Customer's most recently active LinkedIn Order Form(s) for Legacy Glint Services. No Microsoft terms, including without limitation the Microsoft Product Terms, DPA, or any agreements between Customer and Microsoft shall apply to Legacy Glint Services. Viva Glint Professional Services Legacy Glint People Science Services Glint People Science Essentials Glint PS Thought Partnership (C_PS-THGT-PARTNER; Product Id 5069185) Glint People Science Premium Glint PS Glint Led (C_PS-GL-LED; Product Id 5069165) Glint Customer Success Platinum Administration Glint PS Platinum Admin (C_PS-GL-PLATADMIN; Product Id 5069175) Program Agreement Supplemental Terms The terms and conditions below apply to Customer’s volume licensing agreement, as noted. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 194 Definition of Management for Qualified Devices If Customer’s volume licensing agreement refers to the Product Terms, the Product List, or the PUR for defining managed Qualified Devices, the following terms apply. Customer “manages” any device on which it directly or indirectly controls one or more operating system environments. For example, Customer manages any device: it allows to join its domain, or it authenticates as a requirement to use applications while on its premises, or it installs agents on (e.g., anti-virus, antimalware or other agents mandated by the Customer’s policy), or to which it directly or indirectly applies and enforces group policies, or on which it solicits or receives data about, and, configures, or gives instructions to hardware or software that is directly or indirectly associated with an operating system environment, or it allows to access a virtual desktop infrastructure (VDI) outside of Windows SA, Microsoft Intune (Device) or Windows Virtual Desktop Access Roaming Rights. A device that accesses a VDI under Roaming Rights only or utilizes Windows To Go on a Qualifying Third Party Device off the Customer’s premises only, and is not managed for other purposes as described here, is not considered “managed” for purposes of this definition. Promotions There are no active Promotions. Software Assurance Benefits Purchasing & Renewing Software Assurance For information about purchasing and renewing Software Assurance, see "Purchasing & Renewing Software Assurance". Software Assurance Benefits Most SA Benefits are available across each Product Pool, as described in the table below. Active SA for any qualifying Product qualifies Customer for the benefits shown in the table below. Some benefits are awarded based on Customer's SA spend on a given set of qualifying products within a pool. For these purposes, "SA spend" is not literally Customer's actual dollars spent, but is an approximation of what Customer has spent on SA coverage for those Products under its Select or Enterprise Enrollment, Select Plus registration or Open agreement (For example, SA only purchases and the SA component of L&SA purchases). For customers under subscription programs, it is an approximation of the total dollars Customer has spent licensing those Products under its enrollment or agreement. Software Assurance Membership ("SAM") is required for some benefits. Customer's access and rights to use their SA benefits, generally expires upon expiration of their SA coverage, unless otherwise noted below or in the Product Entries. The benefits are subject to change and may be discontinued at any time without notice. Availability of benefits varies by program, region, fulfillment options and language. Benefits Applications Pool Systems Pool Server Pool New Version Rights X X X Office for the web, Office Online Server X Enterprise Source Licensing Program X Enterprise Sideloading X Microsoft Desktop Optimization Pack (MDOP) X Windows Virtual Desktop Access (VDA) X Workplace Discount Program X Microsoft Dynamics CustomerSource X Step-Up License X X Servers - Disaster Recovery Rights X License Mobility X Servers - Self Hosted Applications X Windows SA per User Add-on Purchase Rights X Virtualization Rights for Windows and Windows Embedded Desktops X Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 195 New Version Rights Customer may upgrade to the latest version of an available Product. If Customer acquires perpetual Licenses through SA, it may deploy new version upgrades for those Licenses after SA coverage has expired, but only to versions released during the active SA coverage. Use of the new version is subject to the License Terms for that version. Office for the web services and Office Online Server Users of a device licensed with the qualifying applications may access Office for the web services and Office Online Server for editing documents from the Licensed Device. The Primary User of the Licensed Device may access Office for the web services and Office Online Server for editing documents from any device. Qualifying Desktop Application Office Online rights Office Standard Office for the web Office Online Server Office Professional Plus Office for Mac Standard Users must also be licensed for SharePoint Online or OneDrive for Business plans to access Office for the web services. Planning Services Planning Services have been retired from SA benefits on February 1st, 2021. Enterprise Source Licensing Program Customers with 10,000 or more licensed desktops with SA coverage in the systems pool may be eligible to access to Microsoft Windows source code for internal development and support. Academic programs are eligible for the Microsoft Research Source Licensing Program. Training Vouchers Training Vouchers have been retired from SA benefits on February 1st, 2021. Microsoft Workplace Discount Program The Microsoft Workplace Discount Program provides Customer's employees the right to acquire Microsoft products or services made available through the Microsoft Workplace Discount Program website(s). Customer's employees may choose to purchase from either the Online Services or Software option. Online Services The threshold requirement for participation in the Microsoft Workplace Discount Program, for purchase of Online Services, is waived for Customers with SAM coverage for the Application pool. Customer's employees may acquire a single subscription of either Microsoft 365 Family or Microsoft 365 Personal through the Workplace Discount Program website. Microsoft 365 Family or Microsoft 365 Personal subscriptions acquired through the Microsoft Workplace Discount Program website may currently be renewed at the then current Microsoft Workplace Discount Program price regardless of employment or Customer's SAM coverage status. Software Customer's employees, who are users of the licensed qualifying desktop applications identified in the table below may acquire a single License for the corresponding Workplace Discount Program software, to be installed on one device (either a PC or a Mac, specific to the software that is purchased). Academic Select (without SAM), Academic Select Plus (without SAM), and Academic Open programs are not eligible for this benefit. Workplace Discount Program Licenses expire with termination of employment, termination or expiration of SA coverage for the copy of the corresponding qualifying desktop application that employee uses at work, if the employee is no longer a user of the licensed copy of the qualifying desktop application, or upon the employee's installation and use of any prior or later version of that qualifying desktop application pursuant to a Workplace Discount Program license. Qualifying Desktop Application Corresponding Workplace Discount Program License Visio Standard 2016/2019/2021 Visio Professional 2021 HUP Visio Professional 2016/2019/2021 Project Standard 2016/2019/2021 Project Professional 2021 HUP Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 196 Qualifying Desktop Application Corresponding Workplace Discount Program License Project Professional 2016/2019/2021 The terms of use for products and services acquired through the Workplace Discount Program software are between Microsoft and Customer's employee and are accessed through the Microsoft Workplace Discount Program website(s). Microsoft assumes no responsibility for compliance with any employment-benefit, tax or reporting obligation that either Customer or its employees may have. Microsoft may terminate a customer's participation in the Microsoft Workplace Discount Program, immediately and without notice, in connection with unauthorized access to or licensing through the Microsoft Workplace Discount Program website in connection with that customer's program code. For more information on the Microsoft Workplace Discount Program, refer to http://www.microsoft.com/licensing or https://aka.ms/workplacediscountprogram. Step-Up License Availability The Step-Up License must be acquired, and is valid only when acquired, under the same volume licensing agreement and enrollment (if any), under which SA coverage for the qualifying product was acquired. Customer’s right to the use of software under a Step-Up License is conditioned on their having and retaining a License for the qualifying product. Customers’ perpetual rights under the Step-Up License supersede and replace the underlying License for the qualifying product. For more details, refer to the Licensing Brief: Microsoft StepUp Licenses (https://aka.ms/licensingbrief-stepups). Step Up From Step Up To BizTalk Server Branch BizTalk Server Standard BizTalk Server Branch BizTalk Server Enterprise BizTalk Server Standard BizTalk Server Enterprise Core CAL Suite Enterprise CAL Suite Core Infrastructure Server Suite Standard Core Infrastructure Server Suite Datacenter Desktop Education w/ Core CAL Desktop Education w/ Enterprise CAL Suite Desktop School w/ Core CAL Desktop School w/ Enterprise CAL Suite Exchange Server Standard Exchange Server Enterprise Forefront TMG Standard Forefront TMG Enterprise Microsoft Dynamics 365 Team Members On-premises CAL Microsoft Dynamics 365 Sales On-premises CAL Microsoft Dynamics 365 Team Members On-premises CAL Microsoft Dynamics 365 Customer Service On-premises CAL Microsoft Dynamics 365 Team Members On-premises CAL Microsoft Dynamics 365 Operations Activity On-premises CAL Microsoft Dynamics 365 Operations Activity On-premises CAL Microsoft Dynamics 365 Operations On-premises CAL Office Standard Office Professional Plus Professional Desktop Enterprise Desktop Project Standard Project Professional SQL Server Standard Core SQL Server Enterprise Core System Center Standard System Center Datacenter Visio Standard Visio Professional Visual Studio Professional Subscription Visual Studio Enterprise Subscription Visual Studio Test Professional Subscription Visual Studio Enterprise Subscription Windows Server Standard Windows Server Datacenter Servers – Disaster Recovery Rights For each Instance of eligible server software Customer runs in a Physical OSE or Virtual OSE on a Licensed Server, it may temporarily run a backup Instance in a Physical OSE or Virtual OSE on either, another one of its Servers dedicated to disaster recovery, or, for Instances of eligible software other than Windows Server, on Microsoft Azure Services, provided the backup Instance is managed by Azure Site Recovery to Azure. The License Terms for the software and the following limitations apply to Customer’s use of the backup Instance. Any dedicated Server used for these purposes, that is under the management or control of an entity other than Customer or one of its Affiliates, is subject to the Outsourcing Software Management clause. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 197 Permitted Use of Backup Instances The backup Instance can run only during the following exception periods: For brief periods of disaster recovery testing within one week every 90 days; During a disaster, while the production Server being recovered is down; and Around the time of a disaster, for a brief period, to assist in the transfer between the primary production server and the disaster recovery Server. Using the Azure Hybrid Benefit for Disaster Recovery Customer optionally may use Windows Server under the Azure Hybrid Benefit for backup Instances run and managed on Microsoft Azure Services using Azure Site Recovery. In this case, notwithstanding anything to the contrary in the Microsoft Azure License Terms governing Azure Hybrid Benefit, Customer will be permitted to concurrently deploy the same Windows Server Standard Licenses on Microsoft Azure Services under Azure Hybrid Benefit for purposes of testing and during recovery (as described in “Permitted Use of Backup Instances” above) and on the Licensed Servers running the corresponding production workloads. Furthermore, Customer may resume running the same production workloads on the Licensed Servers as contemplated in this Disaster Recovery Rights provision, notwithstanding any limitations on License reassignment. Requirements for Disaster Recovery Use In order to use the software under disaster recovery rights, Customer must comply with the following terms: The OSE on the disaster recovery Server must not be running at any other times except as above. The OSE on the disaster recovery Server may not be in the same cluster as the production Server. Use of the software backup Instance should comply with the License Terms for the software. Once the disaster recovery process is complete and the production Server is recovered, the backup Instance must not be running at any other times except those times allowed here. Maintain SA coverage for all CALs, External Connector licenses and Server Management Licenses under which it accesses the backup instance and manage the OSEs in which that software runs. Customer’s right to run the backup Instances ends when Customer’s Software Assurance coverage ends. Additional Permitted Use of Windows Server Other than backup instances run on Microsoft Azure Services, Windows Server License is not required for the disaster recovery Server if the following conditions are met: The Hyper-V role within Windows Server is used to replicate Virtual OSEs from the production Server at a primary site to a disaster recovery Server. The disaster recovery Server may be used only to: o run hardware virtualization software, o such as Hyper-V, provide hardware virtualization services, o run software agents to manage the hardware virtualization software, o serve as a destination for replication, receive replicated Virtual OSEs, test failover, await failover of the Virtual OSEs, and o run disaster recovery workloads as described above. The disaster recovery Server may not be used as a production Server. License Mobility License Mobility Across Server Farms Under License Mobility Across Server Farms, Customer may reassign any of its Licenses which are designated as having License Mobility and for which it has SA to any of its Licensed Servers located within the same Server Farm as often as needed. Customer may also reassign these Licenses from one Server Farm to another, but not on a short-term basis (i.e., not within 90 days of the last assignment). Products used for Self-Hosting may be used at the same time under License Mobility Across Server Farms rights. License Mobility through Software Assurance Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 198 Under License Mobility Through Software Assurance (SA), Customer may move its licensed software to shared servers under any of its Licenses which are designated as having License Mobility for which it has SA, subject to the requirements below. Products used for SelfHosting may be used at the same time under License Mobility through SA rights, subject to the limitations of the Self-Hosting License Terms. Permitted Use: With License Mobility through SA, Customer may: Run its licensed software on shared servers; Access that software under access licenses and for which it has SA, and under its User and Device SLs that permit access to the Products; Manage its OSEs that it uses on shared servers; and/or Manage its OSEs that it uses on its servers using software that it runs on shared servers. Requirements: To use License Mobility through SA, Customer must: Run its licensed software and manage its OSEs on shared servers under the terms of its volume licensing agreement; Deploy its Licenses only with Microsoft Azure Services or qualified License Mobility through Software Assurance Partner; and Complete and submit the License Mobility verification form with each License Mobility through Software Assurance Partner who will run its licensed software on their shared servers. Customer may move its licensed software from shared servers back to its Licensed Servers or to another party's shared servers, but not on a short term basis (not within 90 days of the last assignment). Customer may also move Instances run or OSEs managed under a particular License from shared servers in one Server Farm to its shared servers in another Server Farm, but not on a short-term basis (not within 90 days of the last assignment). OSEs managed under the same License must be in the same Server Farm. Customer agrees that it will be responsible for third parties' actions with regard to software deployed and managed on its behalf. Except as provided below, the License Terms applicable to the Product together with the License Mobility through SA terms govern its use. The License Mobility through SA terms supersede any conflicting License terms for a Product when License Mobility through SA is used. License Mobility through SA rights also apply to Listed Providers' Servers that are dedicated to Customer's use, subject to these same terms and conditions. Some Products, as outlined below, have different use rights for shared servers under License Mobility through SA: License Model Product/Product Type License Permitted Number of: OSEs or Cores per License Per Core/CAL External Connector Licenses Each External Connector License with active SA coverage 1 OSE per license Server/CAL SQL Server Each Server License with active SA coverage 1 OSE per license Per-Core All eligible Products Each Core License with active SA coverage One virtual core (subject to the product use rights including the requirement of a minimum of 4 cores per OSE) Management Servers System Center 2012 R2 Standard Each Management License with active SA coverage 2 Managed OSEs per Licensed Server Management Servers System Center 2012 R2 Datacenter Each Management License with active SA coverage 10 Managed OSEs per Licensed Server Management Servers System Center 2022 Standard Every 16 Management Licenses with active SA coverage 2 Managed OSEs per Licensed Server Management Servers System Center 2022 Datacenter Every 16 Management Licenses with active SA coverage 10 Managed OSEs per Licensed Server Fail-over Rights For SQL Server Instances run under License Mobility through SA rights, Customer may run passive fail-over Instances in one OSE on the qualifying shared servers in anticipation of a fail-over event. The number of licenses that otherwise would be required to run the passive fail-over Instances must not exceed the number of licenses required to run the corresponding production Instances on the same partner's shared servers. Servers - Self Hosted Applications Self-Hosted Applications means those Products for which Self-Hosted rights apply. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 199 Despite any terms to the contrary in Customer's volume licensing agreement including the Product Terms, Customer may run licensed copies of Self-Hosted Applications that interact directly or indirectly with its software to create a unified solution ("Unified Solution") and permit third parties to use it, subject to the terms below. Requirements Customer must have the required Microsoft Licenses and SA for: the Self-Hosted Applications run as part of the Unified Solution; and all access Licenses used to make the Unified Solution available to External Users. All Microsoft software used to create and deliver the Unified Solution must be: licensed through a Volume Licensing program; and eligible for Self Hosting under these License Terms. Any Server used for these purposes, that is under the management or control of an entity other than Customer or one of its Affiliates, is subject to the Outsourcing Software Management clause. Customer may also use License Mobility in conjunction with Self Hosted Applications. Customer's software must: add significant and primary functionality to the Self-Hosted Applications that are part of the Unified Solution (dashboards, HTML editors, utilities, and similar technologies alone are not a primary service and/or application of a Unified Solution); be the principal service and/or application of the Unified Solution, and must not allow direct access to the Self-Hosted Applications by any end user of the Unified Solution; be delivered to end users over the Internet, a telephone network, or a private network from servers under the day to day control of Customer or a third party other than the end user of the Unified Solution (the Unified Solution may not be loaded onto the end user's device); and be owned, not licensed, by it, except that its software may include non-substantive third party software that is embedded in, or operates in support of, its software. All use of the Self-Hosted Applications remains governed by the License Terms for those products. Customer may not transfer Licenses acquired under its volume licensing agreement except as permitted in that agreement. Extended Security Updates Customer may purchase Extended Security Updates ("ESU") coverage for Licenses with SA coverage and equivalent Subscription Licenses. License Requirements ESU Coverage is required for each core or server License assigned to the Licensed Server or OSE if using License Mobility, subject to the same license minimums. ESU coverage is not required (nor available) for CALs or External Connector Licenses; however, Customer must have active SA (or equivalent Subscription Licenses) for CALs and External Connector Licenses permitting access to Servers with active ESU coverage. Coverage Eligibility For any given Server, Customer may acquire ESU coverage for years two and three of the offering only if Customer also acquired coverage for the preceding year. ESU coverage is not required to be co-terminus with SA coverage or SA equivalent Subscription Licenses; however, Customer must have a minimum of one month of qualifying SA coverage or Subscription License term remaining at the beginning of the actual coverage period for each year of ESU coverage purchased (i.e., during year one, year two or year three). Use of Updated Software Except as follows, server software that is updated through ESU coverage may be used only under licenses that have ESU coverage. 1. Customer may continue to use updated software after coverage expires, but only under licenses to which coverage applied. 2. Customer may apply updates provided under their ESU coverage to software Customer licenses and uses solely for development, test and related purposes under corresponding Developer edition licenses or Visual Studio subscriptions. 3. Customer may use updated software under licensed SQL Server, Windows Server, and Windows 7 workloads running on Azure Stack. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 200 Covering Hosted Workloads Customer may also purchase ESU coverage for workloads running on Authorized Services Providers' servers under License Included offerings. "Authorized Services Providers" means services providers listed at http://www.microsoft.com/licensing/softwareassurance/license-mobility.aspx. "License Included" means Customer is licensing Windows Server or SQL Server through the Authorized Services Provider, and is not bringing its own licenses (e.g., BYOL). Customer must acquire ESU licenses for all of the Virtual Cores in a Virtual OSE subject to a minimum of 8 (eight) for Windows Server and 4 (four) for SQL Server. Azure Stack Workloads Customer may have access to ESUs for its licensed SQL Server, Windows Server, and Window 7 workloads running on Azure Stack. The requirements to purchase ESU coverage and to access updated server workloads only under CALs with SA coverage are waived solely with respect to SQL Server, Windows Server, and Windows 7 Instances Customer is running on Azure Stack. Azure Data Box, Azure Stack Edge, and Azure Stack Hub Ruggedized Terms This section includes the additional or alternative terms that apply to hardware Products that are identified below. If there is a conflict between the provisions of this section and that of the Product Terms, this section shall govern and control for that hardware Product. Azure Data Box Hardware Terms The terms and conditions located at https://docs.microsoft.com/azure/databox/data-box-hardware-additional-terms are incorporated by reference into these hardware terms. Definitions Azure Storage means the Microsoft-managed cloud service that provides data storage. Azure Storage Account means an account that enables Customer to access and store its information using the Azure Storage service. Data Box Device means a hardware device, including Data Box Software, that Microsoft may provide for Customer's temporary use in transporting data between its premises and the Azure datacenter. The family of Data Box Devices includes Data Box, Data Box Disk, and Data Box Heavy, and successors. Data Box Software means all software provided on or in connection with a Data Box Device, including all tools, updates, and associated documentation. Designated Azure Data Center means the Microsoft Azure data center designated by Microsoft as the data center to which Customer will return the Data Box Device, which may be different than the data center where Customer prefers to store its data and/or the location of Customer's Azure Storage Account. Microsoft Azure Data Box Service or Service means the Microsoft Azure service that enables customers to store and transfer large amounts of data to and from data centers on the Data Box Device. For clarity, the Service includes without limitation, any associated technology or functionality, information, materials, and Service updates. Data Box Software The Data Box Software is licensed, not sold. Microsoft grants Customer a limited, nonexclusive, nontransferable license to use the Data Box Software installed on the Data Box Device, or used in connection with the Data Box Device, only for the purpose of transporting data as enabled by the Data Box Device. Microsoft reserves all other rights. This license does not give Customer any right to, and Customer may not: (i) use or virtualize features of the Data Box Software separately from the Data Box Device; (ii) publish, copy, rent, lease or lend the Data Box Software; (iii) work around any technical restrictions in the Data Box Software or restrictions in the Data Box Device documentation; (iv) separate and run parts of the Data Box Software on more than one device; (v) install or use non-Microsoft software or technology with Data Box Software in any way that would subject Microsoft's intellectual property or technology to any other license terms; or (vi) reverse engineer, decompile, or disassemble the Data Box Software, or attempt to do so, except if applicable law permit this even when these terms do not and, in that case, Customer may do so only as the law allows. Azure Service Terms These Azure Data Box Hardware Terms ("Additional Terms") apply to Customer's receipt and use of the Data Box Device as part of the overall Service. Customer's use of the Service is also subject to Customer's Azure subscription agreement as described at Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 201 https://azure.microsoft.com/support/legal/. These Additional Terms supplement but do not amend or modify Customer's Azure subscription agreement. If there is a conflict between these Additional Terms and Customer's Azure subscription agreement, the Additional Terms will govern and control for purposes of the use of the Data Box Device as part of the Service. Product Use Rights Subject to the payment of applicable fees, Microsoft grants Customer permission to use the Data Box Device to transport and transfer data. Customer Determination of Appropriateness. Customer agrees (i) that it is solely responsible for determining the appropriateness of using the Data Box Device as set forth in the Additional Terms, and (ii) that Microsoft shall have no liability to Customer or any other third party for any loss of data or other damages. No Transfer or Access. Customer agrees to not sell, assign, or transfer (including location transfer between states or countries) the Data Box Device, and will not directly or indirectly (through a third party) view, open, modify, disassemble, or otherwise tamper with the Data Box Device (including the Software). Disclaimer of Warranty THE DATA BOX DEVICE AND ANY ASSISTANCE BY MICROSOFT PROVIDED PURSUANT TO THESE ADDITIONAL TERMS ARE PROVIDED "AS-IS." CUSTOMER BEARS THE RISK OF USING THEM. MICROSOFT GIVES NO EXPRESS WARRANTIES, GUARANTEES OR CONDITIONS. CUSTOMER MAY HAVE ADDITIONAL RIGHTS OR STATUTORY GUARANTEES UNDER LOCAL LAWS WHICH THESE ADDITIONAL TERMS CANNOT CHANGE. TO THE EXTENT PERMITTED UNDER CUSTOMER'S LOCAL LAWS, MICROSOFT EXCLUDES ALL STATUTORY OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Azure Stack Edge Hardware Terms The terms and conditions located at https://docs.microsoft.com/azure/databox-online/azure-stack-edge-add-hardware-terms are incorporated by reference into these hardware terms. Definitions "Azure Stack Edge Device" means hardware devices, including Software, that are offered as part of Azure Stack Edge family of devices as described at https://azure.microsoft.com/products/azure-stack/edge/. "Azure Stack Edge Service" or "Service" means the Azure service that enables customers to receive, provision, use and manage an Azure Stack Edge Device. For clarity, the Service includes without limitation, any associated technology or functionality (e.g., creating a share), information, materials, and Service updates. "Software" means all software provided on or in connection with an Azure Stack Edge Device, including all tools, updates, and associated documentation. Azure Services Terms These Azure Stack Edge Hardware Terms ("Additional Terms") apply to Customer's receipt and use of the Azure Stack Edge Device as part of the overall Service. Customer's use of the Service is also subject to Customer's Azure subscription as described at https://azure.microsoft.com/support/legal/. These Additional Terms supplement but do not amend or modify Customer's Azure subscription agreement. If there is a conflict between these Additional Terms and Customer's Azure subscription agreement, the Additional Terms will govern and control for purposes of the use of the Azure Stack Edge Device as part of the Service. Use of Azure Stack Edge Device and Software Conditions for Azure Stack Edge Use Subject to the payment of applicable fees, Microsoft grants Customer permission to use the Azure Stack Edge Device, provided that Customer implements the following: 1. Data Protection. Customer is responsible for protection, including retaining backup copies of customer data stored on the Azure Stack Edge Device in the event of device failure, loss, or destruction. 2. Customer Determination of Appropriateness. Customer agrees (i) that it is solely responsible for determining the appropriateness of using the Azure Stack Edge Device as set forth in these Additional Terms, and (ii) that Microsoft shall have no liability to Customer or any other third party for any loss of data or other damages. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 202 3. No Transfer or Access. Customer agrees to not sell, assign, or transfer (including location transfer between states or countries) the Azure Stack Edge Device, and will not directly or indirectly (through a third party) view, open, modify, disassemble, or otherwise tamper with the Azure Stack Edge Device (including the Software). 4. Accreditation. To the extent that Customer is a governmental entity, Microsoft also grants Customer the right to place the Azure Stack Edge Device through its accreditation processes to meet its needs, including without limitation, accreditation requirements and processes for use in an unclassified, secret, or top-secret domain. Software The Software is licensed, not sold. Microsoft grants Customer a limited, nonexclusive, nontransferable license to use the Software only with the Azure Stack Edge Device. Microsoft reserves all other rights. This license does not give Customer any right to, and Customer may not: (i) use or virtualize features of the Software separately from the Azure Stack Edge Device; (ii) publish, copy, rent, lease or lend the Software; (iii) work around any technical restrictions in the Software or restrictions in the Azure Stack Edge Device documentation ; (iv) separate and run parts of the Software on more than one device; (v) install or use non-Microsoft software or technology with the Software in any way that would subject Microsoft's intellectual property or technology to any other license terms; or (vi) reverse engineer, decompile, or disassemble the Software, or attempt to do so, except if applicable law permit this even when these terms do not and, in that case, Customer may do so only as the law allows. If there is a conflict between these Additional Terms and any separate license terms for any separate modules or agents used in connection with the Azure Stack Edge Device, the separate license terms for those modules or agents will govern and control for the use of such modules or agents. Activation/Consent for Internet-based Services Activation associates the use of the Software with a specific device. During activation and subsequent use of the device, the Software may send information about the Software and device to Microsoft, including device properties (e.g., node, chassis and component numbers, software and firmware versions, timestamps of registration, etc.) and Customer environment details (e.g., time and update server IP address). Microsoft uses this information to make the Internet-based services available to Customer. By using the Azure Stack Edge Device and Software, Customer consents to the transmission of this information to Microsoft. Software Updates Microsoft may make updates available for the Azure Stack Edge Device. To continue to receive Azure Stack Edge support, Customer agrees that it will stay current with applicable updates by downloading and applying the most recent updates. Survival The sections titled Azure Services Terms, Software, Survival, and Disclaimer of Warranty will survive expiration or termination of these Additional Terms. Disclaimer of Warranty THE AZURE STACK EDGE DEVICE AND ANY ASSISTANCE BY MICROSOFT PROVIDED PURSUANT TO THESE ADDITIONAL TERMS ARE PROVIDED "AS-IS." CUSTOMER BEARS THE RISK OF USING THEM. MICROSOFT GIVES NO EXPRESS WARRANTIES, GUARANTEES OR CONDITIONS. CUSTOMER MAY HAVE ADDITIONAL RIGHTS OR STATUTORY GUARANTEES UNDER LOCAL LAWS WHICH THESE ADDITIONAL TERMS CANNOT CHANGE. TO THE EXTENT PERMITTED UNDER CUSTOMER'S LOCAL LAWS, MICROSOFT EXCLUDES ALL STATUTORY OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Azure Stack Hub Ruggedized Hardware and Azure Stack Hub Datacenter Hardware Terms These Hardware Terms apply to Azure Stack Hub Ruggedized and Azure Stack Hub Datacenter Devices. Definitions Documentation means the Azure Stack Hub Ruggedized and Azure Stack Hub Datacenter user documentation set forth in https://aka.ms/azurestackhub. Appliance means an integrated hardware system, including Software, that Microsoft may offer as part of the Azure Stack family of Appliances as described at https://azure.microsoft.com/en-us/overview/azure-stack/, for Customer's use at Customer's designated premises. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 203 Service means the Azure service that enables Customers to receive, provision, use, and manage the Appliance in running Azure services. For clarity, the Service includes without limitation, any associated technology or functionality, information, materials, and Service updates. Software means all software in object code form provided on or in conjunction with an Appliance, including all tools, updates, and associated documentation. Azure Service Terms; Limitations Azure Service Terms These Stack Hub Appliance Hardware Terms ("Additional Terms") apply to Customer's receipt and use of the Appliance as part of the overall Service. Customer's use of the Service is also subject to the Azure Service Agreement and Terms located at https://azure.microsoft.com/en-us/support/legal/, which includes without limitation, the Customer's customer or other license agreement and the Product Terms. These Additional Terms supplement but do not amend or modify any existing terms in the Azure Service Agreement and Terms. If there is a conflict between these Additional Terms and any of the terms comprising the Azure Service Agreement and Terms, the Additional Terms will govern and control for purposes of the use of the Appliance as part of the Service. Limitations Microsoft is not obligated to continue to make the Appliance or any other hardware product available in connection with the Service. The Appliance may not be available in certain regions or jurisdictions, and even where it is, it is subject to availability. Microsoft is not responsible for delays related to the Service that are outside of its direct control. Microsoft reserves the right to refuse to offer the Service and corresponding Appliance to anyone in its sole discretion and judgment. Microsoft may suspend the Service in its discretion in accordance with the terms for Microsoft Azure services under the Universal License Terms for Online Services. Use of the Appliance and Software Conditions for Appliance Use Subject to the payment of applicable fees, Microsoft grants Customer permission to use to the Appliance, provided that Customer implements the following: 1. Data protection. Customer agrees to take certain precautions regarding its customer data: (i) Back up and protect all data prior to copying to and storing on the Appliance; (ii) do not delete the data from Customer's premises and equipment before Customer has successfully transferred such data from the Appliance to Microsoft; and (iii) Apply updates as set forth herein and perform preventative maintenance as recommended by Microsoft. 2. Customer Determination of Appropriateness. Customer agrees (i) that it is solely responsible for determining the appropriateness of using the Appliance as set forth in these Additional Terms, and (ii) that Microsoft shall have no liability to Customer or any other third party for any loss of data or other damages. 3. Deployment pre-requisites and facility assessment. Customer agrees to meet Microsoft's requirements necessary to support the installation, use, maintenance, and removal of the Appliance. 4. No Transfer or Access. Customer agrees to not sell, assign, or transfer (including location transfer between states or countries) the Appliance, and will not directly or indirectly (through a third party) view, open, modify, disassemble, or otherwise tamper with the Appliance (including the Software). Accreditation To the extent that the Customer is a governmental entity, Microsoft also grants Customer the right to place the Appliance through its accreditation processes to meet its needs, including without limitation, accreditation requirements and processes for use in an unclassified, secret, or top secret domain. Software The Software is licensed, not sold. Microsoft grants Customer a limited, nonexclusive, nontransferable license to use the Software with the Appliance, and for no other purpose. Microsoft reserves all other rights. This license does not give Customer any right to, and Customer may not: (i) use or virtualize features of the Software separately from the Appliance; (ii) publish, copy, rent, lease or lend the Software; (iii) work around any technical restrictions in the Software or restrictions in the Appliance documentation (if any); (iv) separate Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 204 and run parts of the Software on more than one device; (v) install or use non-Microsoft software or technology in any way that would subject Microsoft's intellectual property or technology to any other license terms; or (vi) reverse engineer, decompile, or disassemble the Software, or attempt to do so, except if applicable law permit this even when these terms do not and, in that case, Customer may do so only as the law allows. Subject to the foregoing limitations, Customer's use of the Software is subject to the software license terms presented to or otherwise made available to Customer in connection with the Appliance, and also includes without limitation, any separate license terms for any separate modules or agents to run additional Azure services on or in connection with the Appliance. If there is a conflict between these Additional Terms and any separate license terms for any separate modules or agents used in connection with the Appliance, the separate license terms for those modules or agents shall govern and control for the use of such modules or agents. Restrictions on Benchmarking Customer may not use the Software for comparisons or "benchmarking," except for Customer's internal purposes, nor publish or disclose the results thereof. Activation/Consent for Internet-based Services If activation of the Software is necessary, activation associates the use of the Software with a specific device. During activation and subsequent use of the device, the Software may send information about the Software and device to Microsoft, as described in the Documentation. Microsoft uses this telemetry to make the Internet-based services available to Customer. By using the Appliance and Software, Customer consents to the transmission of this information to Microsoft. Software Updates Microsoft may make Software updates available for the Appliance. If updates are made available, the updates from Microsoft will be licensed by Microsoft and any third-party updates will be licensed by the applicable third party. In order to continue to receive Appliance support, Customer agrees that it will stay current with applicable updates by downloading and applying the most recent updates in compliance with Microsoft's published or provided policy. Delivery, Deployment, and Use of the Appliance Delivery. The Service and the Appliance are offered as a Microsoft first party service under these Additional Terms and the Azure Service Agreement and Terms, and by which Microsoft will deliver the Appliance to Customer's specified location ("Customer Specified Location"), subject to Service and Appliance availability. Deployment. Microsoft will initiate and complete the deployment of the Appliance at the Customer Specified Location, which can typically take up to fifteen (15) days. Use. As part of the Service, Microsoft allows Customer to use the Appliance for as long as the Customer has an active subscription to the Service, which use includes but is not limited to, use of the hardware, hardware support, and basic software infrastructure services (e.g., storage, compute, including virtual machines and containers). As part of the deployment and use of the Service and the Appliance, Customer agrees to provide assigned resources at the level reasonably requested by Microsoft to address pre-requisite activities, information, items for deployment, and ongoing management. Optional Services. Customer may use and subscribe to additional, optional services in connection with the Service and Appliance that will be subject to a separate fee or subscription. Title and Risk of Loss; Shipment and Return Responsibilities Title and Risk of Loss All right, title and interest in each Appliance is and shall remain the property of Microsoft, and except as expressly set forth in these Additional Terms, no rights are granted to any Appliance (including under any patent, copyright, trade secret, trademark or other proprietary rights). Customer will compensate Microsoft for any loss, damage or destruction to or of any Appliance while it is at any of Customer's locations or in the circumstances described in Section "Responsibilities if a Government Customer Moves the Appliance between Customer's Locations," with the exception of expected wear and tear, which includes minor damage (e.g., dings and dents) that do not compromise the structure or functionality of the Appliance. Customer is responsible for inspecting the Appliance upon receipt from the carrier and for promptly reporting any damages to Microsoft Support at adbeops@microsoft.com. Customer is responsible for the entire risk of loss of, or any damage (other than expected wear and tear) to, the Appliance once it has been delivered by the carrier to Customer's designated address until the Microsoft-designated carrier accepts the Appliance for return delivery. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 205 Microsoft may charge Customer a lost device fee for the Appliance (i) if the Appliance is lost or materially damaged while it is Customer's responsibility as described in the previous sentence, or (ii) if Customer does not return the Appliance to the Microsoftdesignated carrier for return or Microsoft pursuant to Section "Shipment and Return of the Appliance" below, within 30 days from the end of Customer's use of the Service. Microsoft reserves the right to change the fee charged for lost or damaged devices, including but not limited to, by charging different amounts for different device form factors. Shipment and Return of the Appliance Customer will be responsible for a one-time, per Appliance metered shipping fee for shipping costs and return logistics ("Logistics Fee"), in addition to any taxes, or applicable customs fees. The Logistics Fee includes shipping, setup, refurbishment, data destruction, and coverage for loss of the Appliance in transit. When returning an Appliance to Microsoft, Customer agrees to package and ship the Appliance in accordance with Microsoft's instructions, including the use of a carrier designated by Microsoft and the packaging materials provided by Microsoft. Customer is responsible to remove Customer's data from the Appliance prior to returning it to Microsoft, and follow any Microsoft issued processes for wiping or clearing the Appliance. Disposition at End of Life Notwithstanding the foregoing, if Microsoft in its sole discretion determines that the Appliance as part of the Service has reached or exceeded its useful lifespan while it is in the possession of Customer, then Microsoft has the right and ability to change the Appliance or any components thereof. Customer agrees to provide Microsoft with limited access to Customer Specified Location and the Appliance for this purpose. Microsoft will discuss logistics and timing of activities related to this change-out of the Appliance or Appliance components with Customer. Retention of Hardware Components Option Microsoft may provide Customer with separate fee options to retain specified Appliance components (e.g., hard drives) for destruction by Customer or have Microsoft dispose of said components at the end of the Term or Appliance decommissioning. Responsibilities if a Government Customer Moves the Appliance between Customer's Locations If a government Customer is using an Appliance during the government Customer's use of the Service, the government Customer only may, at government Customer's sole risk and expense, transport the Appliance to government Customer's different locations to upload government Customer's data in accordance with Section "Use of the Appliance and Software" above. Subject to Section "Export Control Laws", government Customer is responsible for obtaining at government Customer's own risk and expense any export license, import license and other official authorization for the exportation and importation of the Appliance and associated Software and government Customer's data to any such different location of government Customers. Government Customer is also solely responsible for customs clearance at any such different location of government Customer's, and government Customer will bear all duties, taxes and other official charges payable upon importation as well as any and all costs and risks of carrying out customs formalities in a timely manner. Government Customer agrees to comply with and be responsible for all applicable import, export and general trade laws and regulations should government Customer decide to transport the Appliance beyond the country border in which Customer receives the Appliance. Notwithstanding the foregoing, if government Customer transports the Appliance to a different location as set forth in this Section, government Customer agrees to cause the Appliance to return to the country location where Customer received it initially, prior to returning the Appliance to Microsoft or a government Customer Specified Location. Government Customer acknowledge that there are inherent risks in shipping data on and in connection with the Appliance, and that Microsoft will have no liability to government Customer for any damage, theft, or loss occurring to an Appliance or any data stored on one, including without limitation in transit. It is Customer's responsibility to obtain the appropriate support agreement from Microsoft in order to meet government Customer's operating objectives for the Appliance; however, depending on the location to which government Customer intends to move the Appliance, Microsoft's ability to provide hardware servicing and support may be delayed, or may not be available. Non-government Customers shall not transport an Azure Stack Hub Ruggedized device or Azure Stack Hub Datacenter device to a country different from the one to which it was delivered by Microsoft. Fees Microsoft will charge Customer specified fees in connection with Customer's use of the Appliance as part of the Service, with the current schedule of fees as provided by Microsoft. For clarity, Customer may use other Azure services in connection with Customer's use of the Service, and Microsoft deems such services as separate and additional services subject to separate subscription or metered fees and costs, as those additional services are installed on the Appliance. By way of example only, Azure Storage, Azure Compute, and Azure IoT Hub are separate Azure services, and if used (even in connection with its use of the Service), separate Azure metered services will apply. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 206 Survival Sections Azure Services Terms, Software, Survival, Disclaimer of Warranty, Privacy Terms and Export Control Laws will survive expiration or termination of these Additional Terms. Disclaimer of Warranty THE APPLIANCE AND ANY ASSISTANCE BY MICROSOFT PROVIDED PURSUANT TO THESE ADDITIONAL TERMS IS PROVIDED "AS-IS." CUSTOMER BEARS THE RISK OF USING THEM. MICROSOFT GIVES NO EXPRESS WARRANTIES, GUARANTEES OR CONDITIONS. CUSTOMER MAY HAVE ADDITIONAL CONSUMER RIGHTS OR STATUTORY GUARANTEES UNDER LOCAL LAWS WHICH THESE ADDITIONAL TERMS CANNOT CHANGE. TO THE EXTENT PERMITTED UNDER CUSTOMER'S LOCAL LAWS, MICROSOFT EXCLUDES ALL STATUTORY OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Hardware Updates; Support Hardware Updates Microsoft is not required to provide Customer with any new Appliance releases, enhancements, or updates for the Appliance. If Microsoft opts to do so, such new releases, enhancements, or updates ("Hardware Updates") will be subject to the terms of these Additional Terms. Customer agrees to provide limited access to the Customer Specified Location for the purpose of applying new hardware components or the Appliance itself. Support As part of the subscription to the Service, Microsoft will provide a baseline level of support for the Service and Appliance. Customer will also enroll in the Microsoft Premier Support plan. Maintenance Customer agrees that it will not allow anyone to access, repair, or otherwise maintain the Appliance at the Customer Specified Location other than Microsoft or its designees upon request, except for an emergency situation such as fire or imminent personal injury. Privacy Terms Privacy. The Microsoft Privacy Statement (http://www.microsoft.com/privacystatement/OnlineServices/Default.aspx) applies to the Service and the Appliance under these Additional Terms. Terms. Customer agrees to comply with all data protection laws that apply to Customer's use of the Service, its handling of data with the Appliance or in Azure, or if government Customer moves the Appliance as described in the "Responsibilities if a Government Customer Moves an Appliance between Customer's Locations" section above. 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 http://go.microsoft.com/?linkid=9840733. Applicability of Service Level Agreement Service level agreements that apply to specified Azure services listed in the Service Level Agreement for Microsoft Online Services do not apply to the Service or the Appliance, since Customer is running the Service and Appliance locally, where customer controls and has responsibility for the physical environment. Amazon Workspaces Deployments Notwithstanding anything in the Outsourcing Software Management clause to the contrary, each Licensed User of an Eligible Product may install and use a single active instance (with failover instances) of the Microsoft 365 Apps for enterprise/business software in Amazon WorkSpaces. Such instances must be running on the Enterprise Monthly Channel or Current Channel. Eligible Products are: Microsoft 365 E3/E5 Microsoft 365 A3/A5 Microsoft 365 Business Premium Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 207 In addition to the above, each Licensed User of an Eligible Product may also install and use a single active instance (with failover instances) of the following Additional Client Application(s) in Amazon Workspaces if they are also licensed for that Additional Client Application(s). Such instances must be running on the Enterprise Monthly Channel or Current Channel. Additional Client Applications: Microsoft Project Plan 3/5 Microsoft Visio Plan 2 Subscription License Suites Online Services may be available for purchase as Suites of Online Services. The tables below detail the applicable online service Suite SL that fulfills the SL requirements for each individual online service. For Education and Government offers, see the Public Sector tables below. Enterprise Mobility + Security Subscription License Suites - Enterprise Mobility + Security Online Service E3 E5 Microsoft Intune P1 X X Azure Info Protection Premium Plan 1 X Azure Info Protection Premium Plan 2 X Microsoft Entra ID P1 X Microsoft Entra ID P2 X Microsoft Defender for Identity X Microsoft Defender for Cloud Apps X Microsoft 365 Enterprise Subscription License Suites - Microsoft 365 Enterprise Online Service F1 F3 F5 Security Addon F5 Compliance Addon E3 E5 E5 Security E5 Compliance Exchange Online K1 X Exchange Online Plan 2 X X Exchange Online Archiving X X X SharePoint Online K1 X X SharePoint Online Plan 2 X X OneDrive for Business Plan 2 X X Microsoft Teams Phone Standard X Audio Conferencing X Microsoft 365 Apps for enterprise X X Office 365 Data Loss Prevention X X X Microsoft Defender for Endpoint Plan 1 X Microsoft Defender for Endpoint Plan 2 X X X Microsoft Defender for Office 365 Plan 1 X X X Microsoft Defender for Office 365 Plan 2 X X X Microsoft Power BI Pro X Microsoft Intune P1 X X X X Azure Info Protection Premium Plan 1 X X X Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 208 Subscription License Suites - Microsoft 365 Enterprise Online Service F1 F3 F5 Security Addon F5 Compliance Addon E3 E5 E5 Security E5 Compliance Azure Info Protection Premium Plan 2 X X X Microsoft Entra ID P1 X X X Microsoft Entra ID P2 X X X Microsoft Defender for Identity X X X Microsoft Defender for Cloud Apps X X X X X Microsoft Advanced Threat Analytics X X X X Microsoft Stream (Classic) X7,8 X7,8 X X 7 Cannot upload or modify videos. 8 Cannot create live events. Microsoft 365 Business Subscription License Suites - Microsoft 365 Business Online Service Microsoft 365 Business Basic Microsoft 365 Business Standard Microsoft 365 Business Premium Exchange Online Plan 1 X X X Exchange Online Plan 2 SharePoint Online Plan 1 X X X SharePoint Online Plan 2 OneDrive for Business Plan 1 X X X OneDrive for Business Plan 2 Microsoft Teams Phone Standard Audio Conferencing Microsoft 365 Apps for business X X Microsoft 365 Apps for enterprise Office 365 Data Loss Prevention X Microsoft Defender for Office 365 Plan 1 X Microsoft Defender for Office 365 Plan 2 Microsoft Power BI Pro Microsoft Intune P1 X Azure Info Protection Premium Plan 1 X Microsoft Entra ID P1 X Microsoft Entra ID P2 Microsoft Defender for Identity Microsoft Defender for Cloud Apps Microsoft Defender for Business X Microsoft Stream (Classic) X8 X8 X8 8Cannot create live events. Office 365 Enterprise Subscription License Suites - Office 365 Enterprise 1 Online Service F3 E1 E3 E5 Exchange Online K1 X Exchange Online Plan 1 X Exchange Online Plan 2 X X Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 209 Subscription License Suites - Office 365 Enterprise 1 Online Service F3 E1 E3 E5 SharePoint Online K1 X SharePoint Online Plan 1 X SharePoint Online Plan 2 X X OneDrive for Business Plan 1 X OneDrive for Business Plan 2 X X Microsoft Teams Phone Standard X Audio Conferencing X Microsoft 365 Apps for enterprise X X Office 365 Data Loss Prevention X X Microsoft Defender for Office 365 Plan 1 X Microsoft Defender for Office 365 Plan 2 X Microsoft Power BI Pro X Microsoft Stream (Classic) X7,8 X X X 1 Add-on Suite SLs that include "without Apps for enterprise" in the title do not include rights to Microsoft 365 Apps for enterprise. 7Cannot upload or modify videos. 8Cannot create live events. Public Sector Microsoft 365 Education Subscription License Suites - Microsoft 365 Education Online Service A1 (Device license) A35 A5 A5 Security A5 Compliance Exchange Online Plan 2 X X SharePoint Online Plan 2 X X OneDrive for Business Plan 2 X X Microsoft Teams Phone Standard X Audio Conferencing X Microsoft 365 Apps for enterprise X X Office 365 Data Loss Prevention X X Microsoft Defender for Endpoint Plan 1 X Microsoft Defender for Endpoint Plan 2 X X Microsoft Defender for Office 365 Plan 1 X X Microsoft Defender for Office 365 Plan 2 X X Microsoft Power BI Pro X Microsoft Intune P1 for Education X X X Microsoft Intune Remote Help X X X Azure Info Protection Premium Plan 1 X Azure Info Protection Premium Plan 2 X X Azure Active Directory Premium Basic X Microsoft Entra ID P1 X Microsoft Entra ID P2 X X Microsoft Defender for Identity X X Microsoft Defender for Cloud Apps X X X Microsoft Advanced Threat Analytics X X Microsoft Stream (Classic) X X Minecraft: Education Edition X X 5 Microsoft/Office 365 customers with 500 seats or fewer will be onboarded to Microsoft Teams. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 210 Office 365 Education Subscription License Suites - Office 365 Education Online Service A1 A3 A5 Exchange Online Plan 1 X Exchange Online Plan 2 X X SharePoint Online Plan 1 X SharePoint Online Plan 2 X X OneDrive for Business Plan 1 X OneDrive for Business Plan 2 X X Microsoft Teams Phone Standard X Audio Conferencing X Microsoft 365 Apps for enterprise X X Office 365 Data Loss Prevention X X Microsoft Defender for Office 365 P2 X Microsoft Power BI Pro X Microsoft Defender for Office 365 P1 X Microsoft Stream (Classic) X Exchange Online Plan 1 X Exchange Online Plan 2 X Office 365 Government Subscription License Suites - Office 365 Government1 Online Service F3 E1 E3 E4 E5 Exchange Online K1 X Exchange Online Plan 1 X Exchange Online Plan 2 X X X SharePoint Online K1 X SharePoint Online Plan 1 X SharePoint Online Plan 2 X X X OneDrive for Business Plan 1 X OneDrive for Business Plan 2 X X X Microsoft Teams Phone Standard X Audio Conferencing X Microsoft 365 Apps for enterprise X X X Office 365 Data Loss Prevention X X Microsoft Defender for Office 365 P2 X Microsoft Power BI Pro X Microsoft Defender for Office 365 P1 X Microsoft Stream (Classic) X 1 Add-on Suite SLs that include "without Apps for enterprise" in the title do not include rights to Microsoft 365 Apps for enterprise. Purchasing & Renewing Software Assurance Purchasing Software Assurance There are three different levels of commitment Customer may select when purchasing SA, which may vary by program. Customer can: 1. Commit to attaching SA on all platform products. Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 211 2. Commit to attaching SA on all purchases under a particular Product pool (Applications, Systems or Servers), referred to as Software Assurance Membership (SAM). 3. Purchase SA on individual Products without making any commitment to expanding SA to other Products. SA must be acquired at the time of acquiring the License or upon renewal of an existing SA term. Unless otherwise stated, only licenses for the latest version of a Product are eligible for SA. In the case of a transfer of perpetual Licenses, the transferee may acquire SA for such transferred Licenses within 30 days from the date of transfer and provided that the transferor maintained active SA for the Licenses up until the date of transfer. Customers may have the option to acquire SA for certain licenses purchased from the Retail channel (full packaged product) or from an Original Equipment Manufacturer (OEM), within 90 days from the date of purchase as described in the table below. Under Open Value, this option applies only to non-Organization–wide/ Company-wide products. Under Enterprise Agreements, it applies only to Additional Products. Customers who acquire SA for OEM or retail licenses have the option of installing and using the Volume Licensing software for the current version at any time. Pool Full Packaged Products OEM Programs Application Pool N/A SA available only as outlined below Applies to Open License, MPSA, Select, Select Plus and non Organization wide under Open Value and Additional Products under Enterprise Agreements. It does not apply to Server Pool SA available SA available Enterprise Products under Open Value and Enterprise Agreements. Customers who acquire Microsoft Office Professional 2016 or 2019 from an OEM may acquire SA for Microsoft Office Standard in the Open License programs, Select and Select Plus programs, and non Company-wide under Open Value within 90 days from the date of OEM purchase. Customers who acquire SQL Server 2017 from an OEM prior to March 31, 2020 may acquire Software Assurance for SQL Server within 90 days of the OEM purchase. Enterprise Agreement customers who transitioned to an Online Service or who purchased a From SA subscription License in lieu of renewing SA may reattach SA to a License at anniversary or renewal without purchasing a new License. SA must be ordered for that License for the remainder of the enrollment term. SA coverage may not exceed the quantity of perpetual Licenses for which SA was current at the time of any prior transition or renewal and may not be reattached to transferred Licenses. Renewing Software Assurance Renewing Coverage under the Same Agreement Terms for renewing SA under the same program agreement by which it was initially ordered are contained Customer's volume licensing agreements. Customers may renew SA without the need to simultaneously order a License as long as the SA coverage has not expired. In addition, the following terms apply to specific programs as noted: Open License SA coverage ordered under an Open License authorization number ends upon expiration of that number. To renew, Customer must submit a renewal order for SA within 90 days after their authorization number expiration date. Enterprise Agreement To renew SA coverage under the same enrollment under an Enterprise Agreement, Customer must sign a new 2011 or later Enterprise Enrollment and Agreement (if they have not already), and must submit a renewal order for SA (as applicable) for 1) all Enterprise Products, Application Platform Products, Core Infrastructure Products and Additional Products they wish to renew and 2) any Online Services, accounting for transitions (if applicable). Enrollment for Application Platform EAP customers who have previously deferred Licenses via SA prior L SKUs must buyout their Licenses before they can renew SA. Renewing Coverage from a Separate Agreement Customer may renew SA for any Product if Customer has obtained a perpetual License and SA for that Product under a previous agreement in the same Volume Licensing Program, provided that 1) Customer's new agreement enrollment, or order (for MPSA) must be effective no later than the day following the date of expiration of the previous agreement or enrollment, and 2) the SA renewal order Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 212 must be placed prior to the expiration of prior SA coverage, unless such coverage is being renewed from an Open License Agreement. In that case, Customers have 90 days from the expiration to place the order. Customer may also renew SA from one Volume Licensing program into a different Volume Licensing Program. For Enterprise Products originally purchased under a program with a company-wide coverage requirement, this exception applies only if the customer is renewing SA into the MPSA or a program with a company-wide coverage requirement for Enterprise Products. For Agreement versions 2008 and prior, as long as coverage is renewed within 30 days (90 days if renewing from Open License program), customers will be deemed to have SA coverage during any period of time between when their expiring SA coverage lapsed and when the new coverage begins. Renewing Software Assurance Coverage for Client Access Licenses (CALs) and Client Management Licenses (MLs) Transitioning between User and Device CALs Customers renewing SA for CALs can switch between User and Device. This transition does not change the CAL edition (i.e. Standard to Enterprise). Transitioning between User and OSE Client MLs Customers renewing SA for client MLs can switch between User and OSE. Microsoft Security portfolio Product Terms mapping Showing Microsoft Security portfolio and the applicable Product Terms that apply to them. The Product is on the left and the appropriate Product Terms are hyperlinked to the right. Not all products are listed. Microsoft Defender Product Applicable Terms Defender for Office 365 Exchange Online Defender for Cloud Apps Defender for Cloud Apps Defender for Identity Azure Microsoft Defender for Business Microsoft 365 Defender for Business servers Defender for Business servers Defender for IoT Azure Defender for Cloud products identified here: https://azure.microsoft.com/en-us/pricing/details/defenderfor-cloud/) Azure Defender External Attack Surface Management Azure Defender Threat Intelligence Microsoft 365 Defender for App Service Azure Microsoft Defender Experts for Hunting Microsoft Defender Experts for Hunting Defender for Endpoint Defender for Endpoint Microsoft Defender for Vulnerability Management add-on Microsoft 365 Azure Monitor Azure Microsoft Sentinel Azure Azure Confidential Ledger Azure Microsoft Entra Product Applicable Terms Azure AD P1 Azure Azure AD P2 Azure Azure AD External Identities Azure Microsoft Product Terms (English, Nov 01 2023, EA/EAS/SCE) 213 Product Applicable Terms Microsoft Entra Permissions Management Microsoft 365 Azure Key Vault Azure Key Vault Azure Workload Identities Microsoft 365 Azure AD Domain Services Azure Azure AD Basic (EDU only) & commercial lead status Azure Microsoft Intune Product Applicable Terms Microsoft Intune Microsoft Intune Microsoft Endpoint Manager - Remote Help Microsoft 365 Intune Suite Microsoft Intune Forefront Identity Manager Forefront Identity Manager Microsoft Identity Manager Microsoft Identity Manager Microsoft Priva Product Applicable Terms Priva Privacy Risk Management Microsoft 365 Priva - Subject Rights Requests Microsoft 365 Microsoft Purview Product Applicable Terms Azure Information Protection Azure Premium Assessments Microsoft 365 10-year Audit Log Retention Microsoft 365 Compliance Program for Microsoft Cloud Microsoft 365 Security & Compliance Suites Product Applicable Terms E5/F5/G5/A5 Security Microsoft 365 E5/F5/G5/A5 Compliance Microsoft 365 F5 Security & Compliance Microsoft 365 EMS E3/A3/G3 Enterprise Mobility + Security EMS E5/A5/G5 Enterprise Mobility + Security E5/F5/G5 Insider Risk Management Microsoft 365 E5/F5/G5 eDiscovery & Audit Microsoft 365 E5/F5/G5 Information Protection & Governance Microsoft 365
Mayo Clinic Terms and Data Policy
1 MC5256-01rev1223 Your Information. Your Rights. Our Responsibilities. YOUR RIGHTS The following is a brief summary of your rights. A more detailed description of each right is also included in this document. • Get a copy of your paper or electronic health record • Request correction of your paper or electronic health record • Request confidential communication • Ask us to limit the information we share • Get a list of those with whom we have shared your information • Get a copy of this privacy notice • Choose someone to act for you • File a complaint if you believe your privacy rights have been violated YOUR CHOICES You have some choices in the way that Mayo Clinic uses and shares information as we: • Tell family and friends about your condition • Provide disaster relief • Include your information in a hospital directory • Provide mental health care • Market our services • Raise funds OUR USES AND DISCLOSURES Mayo Clinic may use and share your information as we: • Treat you and coordinate your care • Run our organization • Bill for your services • Help with public health and safety issues • Do research • Comply with the law • Respond to organ and tissue donation requests • Work with a medical examiner or funeral director • Address workers’ compensation, law enforcement, and other government requests • Respond to lawsuits and legal actions A Word About United States (U.S.) Federal and State Law Mayo Clinic may use, process, and disclose your medical information in accordance with U.S. law. U.S. federal and state laws require Mayo Clinic to protect your medical information and federal law requires us to describe to you how we handle that information. When federal and state privacy laws are different and conflict, and the state law is more protective of your information or provides you with greater access to your information, then we will follow state law. For example, where we have identified specific state law requirements in this notice, the referenced Mayo Clinic location will follow the more protective state law requirements. This notice describes how medical information about you may be used and disclosed by Mayo Clinic and how you can get access to this information. Please review this document carefully. 2 MC5256-01rev1223 • We will make sure the person has this authority and can act for you before we take any action. File a complaint if you feel your rights are violated • You can complain if you feel we have violated your rights by contacting us. • You can file a complaint with the U.S. Department of Health and Human Services, Office for Civil Rights by sending a letter to 200 Independence Avenue SW, Washington, DC 20201, calling 1-800-368-1019, or visiting www.hhs.gov/hipaa/filing-a-complaint/index.html We will not retaliate against you for filing a complaint. CALLING, TEXTING, AND EMAILING We may contact you about your healthcare using the phone numbers and email addresses that you provide us. This may include using an automated phone dialing system, pre-recorded or synthetic voice messages, texting, or email. When we contact you in this manner, you will be given the opportunity to opt out of receiving similar communications going forward. Our messages may include, but are not limited to, information about appointment reminders, discharge planning, billing, prescription reminders, research opportunities, our products and services, treatment alternatives, your general health, and regulatory notices provided in lieu of first-class mail. Because any texts and emails would not be encrypted, there is a risk that someone else could read or access these messages. We therefore take steps to limit the amount of protected health information that they contain. If you do not wish to receive these types of text or email messages, please let us know, and we will honor your request. YOUR CHOICES For certain health information, you can tell us your choices about what we share. If you have a clear preference for how we share your information in the situations described below, talk to us. Tell us what you want us to do, and we will follow your instructions. In these cases, you have both the right and choice to tell us to: • Share information with your family, close friends, or others involved in your care • Share information in a disaster relief situation • Include your information in a hospital directory If you are not able to tell us your preference, for example if you are unconscious, we may go ahead and share your information if we believe it is in your best interest. We may also share your information when needed to lessen a serious and imminent threat to health or safety. Additional Applicable State Law Requirements Wisconsin law generally requires patient consent to share health information with family members or friends, except as required or authorized by law. YOUR RIGHTS When it comes to your health information, you have certain rights. This section explains your rights and some of Mayo Clinic’s responsibilities to help you. Get an electronic or paper copy of your medical record • You can ask to see or get an electronic or paper copy of your medical record and other health information we have about you. If you would like, we also can send this information in either paper or electronic form to another person you identify in your request. For more information about requesting your medical records, ask us or go online to the Patient and Visitor Guide for the location where you receive your care, then explore the release of information options: http://www.mayoclinic.org/patient-visitor-guide • We will provide a copy or a summary of your health information, usually within 30 days of your request. We may charge a reasonable, cost-based fee. Ask Mayo Clinic to correct your medical record • You can ask us to correct health information about you that you think is incorrect or incomplete. • We may say “no” to your request, but we will tell you why in writing within 60 days. Request confidential communications • You can ask us to contact you in a specific way (for example, home or office phone) or to send mail to a different address. • We will say “yes” to all reasonable requests. Ask Mayo Clinic to limit what we use or share • You can ask us not to use or share certain health information for treatment, payment, or Mayo Clinic’s operations. We are not required to agree to your request, and we may say “no” if it would be harmful or compromise your care. • If you pay for a service or healthcare item out-of-pocket in full, you can ask us not to share that information for the purpose of payment or our operations with your health insurer. We will say “yes” unless a law requires us to share that information. Get a list of those with whom we have shared information • You can ask for a list (accounting) of the times we have shared your health information for six years prior to the date you ask, who we shared it with, and why. • We will include all the disclosures except for those about treatment, payment, and healthcare operations, and certain other disclosures (such as any you asked us to make). We will provide one accounting a year for free but will charge a reasonable, cost-based fee if you ask for another one within 12 months. Get a copy of this privacy notice • You can ask for a paper copy of this notice at any time, even if you have agreed to receive the notice electronically. Mayo Clinic will provide you with a paper copy promptly. Choose someone to act for you • If you have given someone medical power of attorney or if someone is your legal guardian, that person can exercise your rights and make choices about your health information. 3 MC5256-01rev1223 Wisconsin law generally requires patient consent to disclose HIV test results for certain healthcare operations. To bill for your services We can use and share your health information to bill and get payment from health plans or other entities. Example: We give information about you to your health insurance plan so it will pay for your services. Additional Applicable State Law Requirements Minnesota law generally requires patient consent for disclosures of health information to payers for payment purposes, unless the disclosure is to a Mayo-related entity. Florida law generally requires patient consent for disclosures of health information to payers for payment purposes. Wisconsin law generally requires patient consent to disclose HIV test results for payment purposes. How else can Mayo Clinic use or share your health information? We are allowed or required to share your information in other ways—usually in ways that contribute to the public good, such as public health and research. We have to meet many conditions in the law before we can share your information for these purposes. For more information, you can go to this online link: www.hhs.gov/hipaa/for-individuals/index.html Help with public health and safety issues We can share health information about you for certain situations such as: • Preventing disease • Helping with product recalls • Reporting adverse reactions to medications • Reporting suspected abuse, neglect, or domestic violence • Preventing or reducing a serious threat to anyone’s health or safety Additional Applicable State Law Requirements Wisconsin law generally requires patient consent to disclose information about your HIV test results, unless the disclosure is otherwise authorized or required by law. Do research We can use or share your information for health research. Additional Applicable State Law Requirements Minnesota law generally requires patient consent for disclosures of health information to outside researchers for medical research purposes. We will obtain such consent from you or note your refusal to participate in any research study, or we will make a good faith effort to obtain such consent or refusal, before releasing any identifiable information to an outside researcher for research purposes. Wisconsin law generally requires patient consent before we may disclose health information for research purposes to a researcher who is not affiliated with Mayo Clinic. In some situations, we may disclose health information for research purposes to a researcher who agrees to protect the privacy of your information. In these cases we never share your information unless you give us written permission: • Marketing purposes • Most sharing of psychotherapy notes Mayo Clinic does not sell or rent our patients’ names or addresses to any organization outside of Mayo Clinic. We may contact you to provide information about our health-related products or services that may be of interest to you, treatment alternatives and your general health. We may also contact you as part of our fundraising efforts. If you do not wish to be contacted for these reasons, please let us know. You may email PRIVACYOFFICE@mayo.edu or call 507-266-6286 to opt out of these communications. OUR USES AND DISCLOSURES How does Mayo Clinic typically use or share your health information? We typically use or share your health information in the following ways: To treat you and coordinate your care We can use your health information and share it with other professionals who are treating you and to help coordinate your care. Example: A doctor treating you for an injury asks another doctor about your overall health condition. Additional Applicable State Law Requirements Minnesota law generally requires patient consent for disclosures of health information for treatment purposes, unless the disclosure is to a Mayo-related entity or consent is not possible due to a medical emergency. To run our organization We can use and share your health information to run our practice, improve your care, and contact you when necessary. All of our locations work closely together to improve healthcare operations across the Mayo Clinic health system, and we may use health information for those activities. We may also share health information with another healthcare provider who has treated you, or to your insurance company. This may be done when the information is needed for healthcare operations of the healthcare provider or the insurance company, such as quality improvement activities, evaluations of healthcare professionals, and state and federal regulatory reviews. Example: We use health information about you to manage your treatment and services. Additional Applicable State Law Requirements Minnesota law generally requires patient consent for disclosures of health information to other providers for healthcare operations purposes, unless the disclosure is to a Mayo-related entity. Florida law generally requires patient consent for disclosures of health information to other providers for healthcare operations purposes. 4 MC5256-01rev1223 Private-pay patients may be able to opt out of the use or disclosure of your information for research purposes. Florida law generally requires patient consent for disclosures of identifiable health information to outside researchers for medical research purposes. Comply with the law We will share information about you if state or federal laws require it, including with the Department of Health and Human Services if it requests to see that we’re complying with federal privacy law. Respond to organ and tissue donation requests Mayo Clinic can share health information about you with organ procurement organizations. Work with a medical examiner or funeral director We can share health information with a coroner, medical examiner, or funeral director when an individual dies. Additional Applicable State Law Requirements Minnesota law generally requires the consent of a patient’s authorized family or legal representative for disclosures of health information to funeral directors. Wisconsin law generally requires consent of a patient’s authorized family or legal representative to release health information to funeral directors. However, HIV test results and certain other health information may be disclosed to a funeral director when necessary to permit the funeral director to carry out his/her duties. Address workers’ compensation, law enforcement, and other government requests Mayo Clinic can use or share health information about you: • For workers’ compensation claims • For law enforcement purposes or with a law enforcement official • With health oversight agencies for activities authorized by law • For special government functions such as military, national security, and presidential protective services Additional Applicable State Law Requirements Florida law generally requires patient consent for disclosures of health information for national security purposes, unless the disclosure is specifically required by federal law. Iowa law does not allow the disclosure of health information regarding substance abuse to any law enforcement officer or law enforcement agency unless you have authorized the disclosure. Minnesota law generally requires patient consent for disclosures of health information for military or national security purposes unless the disclosure is specifically required by federal law. Minnesota law also requires patient consent for disclosures of health information for law enforcement purposes, unless the disclosure is in response to a valid court order or warrant. Wisconsin law generally requires patient consent for disclosures of health information for military, national security, or law enforcement purposes, unless the disclosure is specifically required by federal law. Respond to lawsuits and legal actions We can share health information about you in response to a court or administrative order, or in response to a subpoena. Additional Applicable State Law Requirements Minnesota law generally requires patient consent for disclosures of health information in these situations unless the disclosure is in response to a valid court order or warrant. MAYO CLINIC’S RESPONSIBILITIES • We are required by law to maintain the privacy and security of your protected health information. • We will let you know promptly if a breach occurs that may have compromised the privacy or security of your information. • We must follow the duties and privacy practices described in this notice and give you a copy of it. • We will not use or share your information other than as described here unless you tell us we can in writing. If you tell us we can, you may change your mind at any time. Let us know in writing if you change your mind. For more information see: www.hhs.gov/hipaa/for-individuals/index.html CHANGES TO THE TERMS OF THIS NOTICE Mayo Clinic can change the terms of this notice, and the changes will apply to all information we have about you. The new notice will be available upon request, in our office, and on our website at www.mayoclinic.org WHO IS COVERED BY THIS NOTICE This notice applies to the following Mayo Clinic entities (collectively referred to as “Mayo Clinic”): • Arizona: Mayo Clinic Arizona • Florida: Mayo Clinic Florida (a nonprofit corporation), Mayo Clinic Jacksonville (a nonprofit corporation) • Minnesota: Charterhouse, Inc., John E. Herman Home and Treatment Facility, LLC, Mayo Clinic, Mayo Clinic Ambulance, Mayo Clinic Community ACO LLC, Mayo Clinic Health System — Decorah Clinic Physicians, Mayo Clinic Health System — Fairmont, Mayo Clinic Health System — Lake City, Mayo Clinic Health System — Southeast Minnesota Region, Mayo Clinic Health System — Southwest Minnesota Region, Mayo Clinic Health System — St. James, Mayo Clinic Hospital — Rochester, Mayo Foundation for Medical Education and Research • Wisconsin: Bloomer Lakeview, Inc., Mayo Clinic Health System — Northwest Wisconsin Region, Inc., Mayo Clinic Health System — Southwest Wisconsin Region, Inc. • Texas: Mayo Clinic Support Services, Texas 5 MC5256-01rev1223 This notice also covers other healthcare providers that come to Mayo Clinic’s facilities to care for patients (such as physicians, physician assistants, therapists, and other healthcare providers not employed by Mayo Clinic), unless these other healthcare providers give you their own notice of privacy practices that describes how they will protect your medical information. ORGANIZED HEALTH CARE ARRANGEMENT (OHCA) AT MAYO CLINIC Mayo Clinic participates in an Organized Health Care Arrangement (OHCA) under the Health Insurance Portability and Accountability Act (HIPAA). An OHCA is an arrangement that allows Mayo Clinic entities to share health information about our patients and/or plan members to promote the joint operations of the participating entities. The entities covered by this notice, which are listed above, have formed an OHCA and share health information with each other for the treatment, payment, and healthcare operations of the OHCA. The above Mayo Clinic entities also have a separate OHCA and share health information with the Mayo Medical Plan, a HIPAA Covered Entity that provides medical benefits to Mayo Clinic employees, retirees and their families. The Mayo Medical Plan is covered by its own separate Notice of Privacy Practices, which can be found here: • Mayo Medical Plan: http://www.mayo.edu/pmts/ mc0900-mc0999/mc0937-59.pdf CONFIDENTIALITY OF SUBSTANCE USE DISORDER PATIENT RECORDS Certain Mayo Clinic facilities, units, and staff specialize in providing substance use disorder treatment (Programs). The confidentiality of substance use disorder patient records maintained by these Programs is protected by special federal law and regulations, in addition to HIPAA. Generally, such a Program may not say to a person outside the Program that a patient attends the Program, or disclose any information identifying a patient as having or having had a substance use disorder unless: (1) The patient consents in writing; (2) The disclosure is allowed by a court order; or (3) The disclosure is made to medical personnel in a medical emergency or to qualified personnel for research, audit, or program evaluation. Violation of the federal law and regulations governing substance use disorder patient records by a Program is a crime. Suspected violations may be reported to appropriate authorities in accordance with federal regulations: The U.S. Attorney where the Program is located: Arizona: District of Arizona, Two Renaissance Square, 40 N Central Avenue, Suite 1800, Phoenix, AZ 85004-4449 Phone 602-514-7500 Florida: Middle District of Florida, 300 N Hogan Street, Suite 700, Jacksonville, FL 32202 Phone 904-301-6300 Iowa: Northern District of Iowa, 111 7th Avenue SE, Box #1, Cedar Rapids, IA 52401 Phone 319-363-6333 Minnesota: District of Minnesota, 316 N Robert Street, Suite 404, St. Paul, MN 55101 Phone 651-848-1950 Wisconsin: Western District of Wisconsin, 222 West Washington Avenue, Suite 700, Madison, WI 53703 Phone 608-264-5158 For opioid treatment programs (previously known as methadone programs), you also can contact: SAMHSA Center for Substance Abuse Treatment, 5600 Fishers Lane, Rockville, MD 20857 Phone 877-SAMHSA-7 (877-726-4727) Federal law and regulations do not protect any information about a crime committed by a patient either at the Program or against any person who works for the Program or about any threat to commit such a crime. Federal laws and regulations do not protect any information about suspected child abuse or neglect from being reported under state law to appropriate state or local authorities. (See 42 U.S.C. 290dd-2 and 42 U.S.C. 290ee-3 for Federal laws and 42 CFR Part 2 for Federal regulations.) OTHER PARTICULARLY SENSITIVE CONDITIONS Certain other types of health information may have additional protection under state law. For example, health information about mental health, HIV/AIDS and genetic testing results is treated differently than other types of health information under certain state laws. To the extent applicable, Mayo Clinic would need to get your written permission before disclosing these categories of information to others in many circumstances. INDIVIDUALS IN OR FROM THE EUROPEAN ECONOMIC AREA (EEA), THE UNITED KINGDOM, AND SWITZERLAND • Applicability: We honor our patients’ rights under the General Data Protection Regulation (GDPR), the United Kingdom Data Protection Act, and the Swiss Federal Act on Data Protection when applicable and as outlined below. • Purposes of processing and legal basis for processing: We process personal data consistent with our disclosures in this Notice. We process personal data on the following legal bases: (1) with your consent; (2) as necessary to perform our agreement to provide services; (3) as necessary to provide medical service, protect public health, and perform scientific research; (4) as required under the laws of the jurisdictions where we operate, and (5) as necessary for our legitimate interests, as described in this Notice, when providing our services. • Transfers: We may transfer personal data internationally or receive personal data from organizations established in the European Economic Area, the United Kingdom and/ or Switzerland; for example, when we receive a referral or exchange medical records with a European health provider. We apply appropriate safeguards to international transfers. 6 MC5256-01rev1223 • Individual Rights: To exercise your rights under the GDPR, the United Kingdom Data Protection Act or the Swiss Federal Act on Data Protection, please contact Mayo Clinic’s Data protection Officer at INTLcompliance@mayo.edu. In addition to the rights in the “Your Rights” section above, you may ask us to erase your personal data if it is no longer necessary for the purpose for which we collected it, you withdraw consent and no other legal basis for processing exists, or you believe your fundamental rights to data privacy and protection outweigh our legitimate interest in continuing the processing. You may also restrict or object to our processing of your personal data if we are processing it based on legitimate interests or the performance of a task in the public interest as an exercise of official authority (including profiling), or using your data for direct marketing (including profiling). Note that in some instances we are legally required to retain records pursuant to the record retention laws of the jurisdictions where we operate. • Complaints or Concerns: You are welcome to raise any complaints or concerns to Mayo Clinic by contacting Mayo Clinic’s Data Protection Officer at INTLcompliance@mayo. edu. You also have the right to lodge a complaint with a supervisory authority. CONTACT INFORMATION If you want to file a complaint, express concerns, or further inquire about Mayo Clinic’s use or disclosure of health information, please contact the Mayo Clinic Privacy Officer by calling 507-266-6286 or send an email to PRIVACYOFFICE@mayo.edu. EFFECTIVE DATE The Effective Date of this Notice is January 1, 2018. Entities in the Organized Health Care Arrangement (OHCA) were updated most recently on July 7, 2020. Important information regarding EEA, United Kingdom, and Switzerland residents was added on July 7, 2020. Information about U.S. law, care coordination and calling, texting and emailing was added on August 17, 2022. Information was added about health-related products/services, treatment alternatives, and general health communications on August 29, 2023. DISCRIMINATION IS AGAINST THE LAW Mayo Clinic complies with applicable Federal civil rights laws and does not discriminate on the basis of race, color, creed, religion, gender, marital status, sexual orientation, gender identity or expression, veteran’s status, status with regard to public assistance, national origin, disability, or age in admission to, participation in, or receipt of the services and benefits under any of its programs and activities. Mayo Clinic: • Provides free aids and services to people with disabilities to communicate effectively, such as: Qualified sign language interpreters Written information in other formats (large print, audio, accessible electronic formats, other formats) • Provides free language services to people whose primary language is not English, such as: Qualified interpreters Information written in other languages If you need these services, please contact the Office of Patient Experience. If you believe that Mayo Clinic has failed to provide these services or discriminated in another way on the basis of race, color, creed, religion, gender, marital status, sexual orientation, gender identity or expression, veteran’s status, status with regard to public assistance, national origin, disability, or age in admission to, participation in, or receipt of the services and benefits under any of its programs and activities, you can file a grievance with: Office of Patient Experience (200 First Street SW, Rochester, Minnesota 55905, 1-844-544-0036). You can file a grievance in person or by mail. If you need help filing a grievance, Mayo Clinic Office of Patient Experience is available to help you. You can also file a civil rights complaint with the U.S. Department of Health and Human Services, Office for Civil Rights. File electronically through the Complaint Portal at: https://ocrportal.hhs.gov/ocr/portal/lobby.jsf File by mail: U.S. Department of Health and Human Services, 200 Independence Avenue SW, Room 509F, HHH Building, Washington, DC 20201 File by phone: 1-800-368-1019 Complaint files are available at: www.hhs.gov/civil-rights/filing-a-complaint/index.html 7 MC5256-01rev1223 ATTENTION: Language assistance services, free of charge, are available to you. Call 1-844-544-0036 ATENCIÓN: tiene a su disposición servicios gratuitos de asistencia lingüística. Llame al 1-844-544-0036 ATANSYON: Gen sèvis èd lang, ki disponib gratis pou ou. Rele 1-844-544-0036 CHÚ Ý: Nếu bạn nói Tiếng Việt, có các dịch vụ hỗ trợ ngôn ngữ miễn phí dành cho bạn. Gọi số 1-844-544-0036 我们可以提供您免费语言协助服务。请致电 1-844-544-0036 주의: 한국어를 사용하시는 경우, 언어 지원 서비스를 무료로 이용하실 수 있습니다. 1-844-544-0036 번으로 전화해 주십시오. ATTENTION: des services d’aide linguistique gratuits sont a votre disposition. 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