This blog is focused on Microsoft Dynamics CRM Online Billing. We will feature the most common questions and answers from customers, along with helpful hints and information to help you with your subscription.
a. General. This agreement governs your use of the Products. You may need to activate a Product prior to use. Minimum system requirements or other factors may affect your ability to use the Products.
b. License. We grant you a non-exclusive, non-transferable, worldwide and limited right to access and use the Online Services and to install and use the Client Software. These rights are (a) non-perpetual unless explicitly stated otherwise (such as through the buy-out option) and (b) conditional on your continued compliance with the terms of this agreement, including payment for the Products. We reserve all rights not expressly granted to you in this agreement, including any rights by implication or otherwise.
c. SLAs. We will provide Online Services according to the SLAs.
d. Privacy and Security. Privacy and security statements for Online Services are listed in the Online Services Use Rights. For certain Online Services, additional information on security and privacy may also be found in the Trust Centre.
e. Limitations on use. You may not reverse engineer, decompile or disassemble any Product, except where applicable law permits it despite this limitation. You may not rent, lease, lend, resell, or host to or for third parties any Product, except as expressly permitted for a given Product in the Online Services Use Rights. You may not separate and use the components of a Product on two or more computers, upgrade or downgrade components at different times, or transfer components separately, except as provided in the Online Services Use Rights.
f. Non-Microsoft software.
(i) You are solely responsible for any non-Microsoft software that you install or use with the Online Services. We are not a party to and are not bound by any terms governing your use of non-Microsoft software. Without limiting the foregoing, non-Microsoft software or scripts linked to or referenced from any Online Services website, are licensed to you under the open source licenses used by the third parties that own such code, not by us.
(ii) If you install or use any non-Microsoft software with the Online Services, you direct and control the installation in and use of such software in the Online Services through your actions (e.g., through your use of application programming interfaces and other technical means that are part of the Online Services). We will not run or make any copies of such non-Microsoft software outside of our relationship with you.
(iii) If you install or use any non-Microsoft software with the Online Services, you may not do so in any way that would subject our intellectual property or technology to obligations beyond those included in this agreement.
g. Responsibility for your IDs and accounts. You are responsible for protecting the confidentiality of any Windows Live IDs, Microsoft Online Services IDs, or other authentication credentials associated with your use of an Online Service under this agreement. In addition, you are responsible for your passwords, if any, and all activity with your Online Service accounts including that of users you provision and dealings with third parties that take place through your account or associated accounts. You must keep your accounts and passwords confidential. You must tell us right away about any possible misuse of your accounts or any security incident related to the Online Service.
h. Your responsibility for use of communities. You are responsible for your users’ use of any community, including ensuring compliance with the terms governing the community located at the community’s website. We specifically disclaim any liability arising from or related to your or your users’ use of or inability to use a community’s website. A “community” as used in this section means one or more forums that we or an Affiliate of ours may establish for customers or the general public to obtain information or collaborate regarding the use of the Product(s), as may be accessible via the Portal or at an alternate website we identify.
a. The Portal provides the available Subscription options for each Product and they can generally be categorized as follows:
(i) Committed Offering: You commit in advance to purchase a specific quantity of a Product for use during a Term. You pay on a periodic basis during the Term in advance.
(ii) Consumption Offering: You pay based on actual usage in the preceding month with no upfront commitment. Payment is on a periodic basis in arrears.
(iii) Combination Offering: You may have a Subscription that is a combination of a Committed Offering and a Consumption Offering.
b. Ordering. You can place an Order on the Portal.
(i) For Committed Offerings, you may increase or decrease the quantity of Product Licenses during the Term. Licenses added to a Subscription will expire at the end of the original Term. If you decrease the quantity during a Term, we may charge you a cancellation fee for the decrease in quantity as described below in the section titled “Cancellation of a Subscription.” Each Subscription shall be for a defined Term (e.g., 30 days or 12 months) as specified on the Portal.
(ii) You may place Orders for your Affiliates under this agreement and grant your Affiliates administrative rights to manage their Products. Affiliates may not place Orders under this agreement. If you grant any rights to your Affiliates, such Affiliates shall be bound by this agreement. You also may assign a third party a license to a Product if the third party needs such a license as part of your internal business needs. You agree to be jointly and severally liable for any Product ordered for or other actions taken by any of your Affiliates or any third party to which you provide rights under this agreement.
c. Pricing and payment. Pricing and payment terms for Products are available on or through the Portal. Payments are due and must be made according to the payment option you selected for each Product on the Portal.
(i) For Committed Offerings, the price level may be based on your Order quantity for a given Product. Your price level may be adjusted if the number of licenses in the Subscription is increased or decreased during the Term and you qualify for a different price level. Price level changes are not retroactive. Any resulting change in the payment due for that Subscription will be pro-rated. Prices for each price level are fixed at the time the Order is first placed and shall apply throughout the Term. Prices and price levels are subject to change at the beginning of any Subscription renewal.
(ii) For Consumption Offerings, the pricing and rate schedules will be based on actual usage and subject to change at any time upon notice.
(i) For Committed Offerings, you may choose to have a Subscription (1) automatically renew or (2) not renew upon expiration of the Term. Automatic renewal is pre-selected. You can change your selection at any time during the Term on the Portal. If you elect to have the Subscription automatically renew and the existing Term is longer than one calendar month, we will provide you with written notice of the automatic renewal prior to the expiration of the Term. If you elect to automatically renew a Subscription, the quantity of licenses in the Subscription at the time of renewal, including any licenses added during the Term, is automatically renewed.
(ii) For Consumption Offerings, renewal is unnecessary because your ability to use the Product will continue until the applicable Product is discontinued.
(iii) Trial Subscriptions cannot be renewed.
e. New agreement. Before you place new Orders or renew any Subscriptions, we may require you to enter into an updated agreement that will govern your new Orders and renewal Subscriptions from that date forward.
f. Taxes. Any amounts owed to us are exclusive of any taxes. You shall pay any applicable value added, goods and services, sales, or like taxes that are owed with respect to any Order placed under this agreement and which we are permitted to collect from you under applicable law. You shall be responsible for any applicable stamp taxes and for all other taxes that you are legally obligated to pay including any taxes that arise on the distribution or provision of Products to your Affiliates. We shall be responsible for all taxes based upon our net income or on our property ownership. If any taxes are required to be withheld on payments you make to us, you may deduct such taxes from the amount owed to us and pay them to the appropriate taxing authority, provided however that you promptly secure and deliver an official receipt for those withholdings and other documents we reasonably request to claim a foreign tax credit or refund. You will make certain that any taxes withheld are minimized to the extent possible under applicable law.
a. Agreement term and termination. This agreement will remain in effect unless you terminate it subject to the terms of this Section. For Committed Offerings, termination will only terminate your right to renew Subscriptions under an existing Order or place new Orders for additional Products under this agreement. Termination will not affect any Subscription not otherwise terminated and this agreement shall remain in effect for such Subscription for the remainder of the Term. For Consumption Offerings, termination will end Customer’s right to use the Product.
b. Termination of a Subscription. You may terminate a Subscription at any time during its Term. A termination will be effective at the end of the monthly Subscription cycle during which you terminate the Subscription. You must pay for the period prior to the termination effective date.
(i) One month Subscription. A Subscription with a one month Term may be terminated anytime without any fee.
(ii) One year Subscription. If you terminate a Subscription with a one year Term within 30 days of the date on which the Subscription became effective or was renewed, you must pay for the initial 30 days of the Subscription. No payments will be due for the remainder of the Subscription. If you terminate a Subscription at any other time during the Term, you must pay 25% of the Subscription fee otherwise due for the remainder of the one year Term.
c. How to terminate this agreement or a Subscription. You must follow the process, if available, on the Portal or otherwise contact Microsoft customer service (see contact information on the Portal) to terminate this agreement or a Subscription.
d. Effect of termination or expiration on Client Software. If this agreement or a Subscription is terminated or expires, and you do not exercise an available buy-out option, then you must delete all copies of Supplemental Software and Client Software licensed under this agreement and destroy any associated media. We may ask you to provide written certification of the deletion and destruction.
a. Limited warranty. We warrant that:
(i) Online Services will perform in accordance with the Service Level Agreement; and
(ii) Client Software will perform substantially as described in the applicable Microsoft user documentation.
b. Limited warranty term. The limited warranty for:
(i) Online Services is for the duration of your use of the Online Service; and
(ii) Client Software is one year from the date you first use it.
c. Limited warranty exclusions. This limited warranty is subject to the following limitations:
(i) any implied warranties, guarantees or conditions not able to be disclaimed as a matter of law will last one year from the start of the limited warranty;
(ii) this limited warranty does not cover problems caused by accident, abuse or use of the Products in a manner inconsistent with this agreement or the Online Services Use Rights, or resulting from events beyond our reasonable control;
(iii) this limited warranty does not apply to problems caused by the failure to meet minimum system requirements; and
(iv) this limited warranty does not apply to free, trial, pre-release or beta Products.
d. Remedies for breach of limited warranty. If we fail to meet any of the above limited warranties and you notify us within the warranty period that a Product does not meet the limited warranty, then we will:
(i) for Online Services, provide the remedies identified in the Service Level Agreement for the affected Online Service; and
(ii) for Client Software, at our option either (1) return the price paid or (2) repair or replace the Client Software.
e. DISCLAIMER OF OTHER WARRANTIES. OTHER THAN THIS LIMITED WARRANTY, WE PROVIDE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS. WE DISCLAIM ANY IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE OR NON-INFRINGEMENT. THESE DISCLAIMERS WILL APPLY UNLESS APPLICABLE LAW DOES NOT PERMIT THEM.
a. Limitation on liability. To the extent permitted by applicable law, the liability of each party, its Affiliates, and its contractors arising under this agreement is limited to direct damages up to (1) for Products other than Online Services, the amount you were required to pay for the Product giving rise to that liability and (2) for Online Services, the amount you were required to pay for the Online Service giving rise to that liability during the prior 12 months. In the case of Products provided free of charge, our and our Affiliates’ and contractors’ liability to you arising under this agreement is limited to Five Thousand United States dollars ($5,000.00 USD). These limitations apply regardless of whether the liability is based on breach of contract, tort (including negligence), strict liability, breach of warranties, or any other legal theory. However, these monetary limitations will not apply to:
(i) The parties’ obligations under the Section titled “Defence of infringement, misappropriation, and third party claims”;
(ii) liabilities arising out of any breach by either party of its obligations under the section titled “Confidentiality”, except that our and our Affiliates’ and contractors’ liability arising out of or in relation to Customer Data shall in all cases be limited to the amount you paid for the Online Service giving rise to that liability during the prior twelve months; and
(iii) violation by either party of the other party’s intellectual property rights.
b. EXCLUSION OF CERTAIN DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WHATEVER THE LEGAL BASIS FOR THE CLAIM, NEITHER PARTY, NOR ANY OF ITS AFFILIATES OR CONTRACTORS, WILL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOST PROFITS OR REVENUES, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION ARISING IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. HOWEVER, THIS EXCLUSION DOES NOT APPLY TO EITHER PARTY’S LIABILITY TO THE OTHER FOR VIOLATION OF ITS CONFIDENTIALITY OBLIGATIONS (EXCEPT TO THE EXTENT THAT SUCH VIOLATION RELATES TO CUSTOMER DATA), THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, or the PARTIES’ RESPECTIVE OBLIGATIONS IN THE Section titled “Defence of infringement, misappropriation, AND THIRD PARTY claims.”
a. Supplemental Software. To enable optimal access and use of certain Online Services, you may need to install Supplemental Software. You may use Supplemental Software only to support the applicable Online Service.
We may check the version of the Supplemental Software you are using and recommend or download updates, with or without notice, to your devices. Failure to install updates may affect your ability to use certain functions of the Online Service. Your right to use the Supplemental Software ends when your right to use the Online Service ends or when we update the Online Service and the Supplemental Software no longer supports it, whichever comes first. You must uninstall the Supplemental Software when your right to use it ends. We may also disable it at that time.
b. Client Software. We grant you licenses for the number of copies of Client Software you ordered. We also grant you the right to use a prior (older) version in place of a Client Software version you license if we specify such use in the Online Services Use Rights. Please see the Online Services Use Rights for further details.
c. When licenses become perpetual. Unless you obtain perpetual licenses under a buy-out option indicated on the Portal, a license to Client Software you obtained under this agreement lasts only for the Subscription Term. Any references in the Online Services Use Rights to running Client Software on a perpetual basis apply only if you obtained perpetual licenses.
d. License confirmation. Proof of your licenses is (1) this agreement, (2) any Order confirmation, (3) documentation evidencing license transfers (for any permitted transfers), and, if applicable, (4) proof of payment.
e. License rights are not related to fulfilment of software media. Your acquisition of software media or access to a network source does not affect your license to Client Software obtained under this agreement. We license Client Software to you, we do not sell it.
f. Copies. You may make as many copies of the Client Software as you need to distribute them throughout your entity provided you have a valid license for each such copy. Copies you make of Client Software and Supplemental Software must be complete copies (including copyright and trademark notices) and made from Microsoft-approved media or a network source. You may use a third party to make and install these copies, but you agree to be responsible for that third party’s actions. You must use reasonable efforts to inform anyone you allow to use the Client Software that it is licensed from us and subject to the terms of this agreement.
g. Right to re-image. In certain cases, you may re-image a software product on a device by using the Client Software media. If you acquired the software product (1) from an original equipment manufacturer (OEM), (2) as a full packaged software product through a retail source, or (3) under another Microsoft program, you may use the media provided to you under this agreement to create images for use in place of copies provided through that separate source. You have this right provided that:
(i) You have a valid license from the separate source for each copy of the software product that is re-imaged;
(ii) The Client Software, language, version, and components of the copies are identical to the software product, language, version, and all components of the copies they replace and the number of copies or instances of the re-imaged software product permitted remains the same;
(iii) Except for copies of an operating system and copies of software product licensed under another Microsoft program, the Client Software type (e.g., upgrade or full license) is identical to the software product type from the separate source;
(iv) You comply with any specific requirements for re-imaging identified in the Online Services Use Rights; and
(v) You agree that re-images made under this subsection remain subject to the terms and use rights provided with the software product from the separate source.
h. Transferring and assigning licenses.
(i) License transfers. License transfers are not permitted, except as explicitly set forth in the Perpetual License Transfer Form located at www.microsoft.com/licensing/contracts.
(ii) Internal assignment of licenses. Licenses must be assigned to a single user or device. Licenses may be reassigned as described in the Online Services Use Rights.
i. Qualifying desktop operating system license. Licenses for desktop operating system software available under this agreement are upgrade licenses only (“OS Upgrade Licenses”), not full licenses. All your computers that will run OS Upgrade Licenses must be licensed to run one of the full qualifying desktop operating systems identified in the Online Services Use Rights.
You may internally reassign OS Upgrade Licenses from the original computer to a replacement computer within your entity, so long as (1) the replacement computer is licensed to run a full qualifying operating system identified in the Online Services Use Rights, (2) you remove any OS Upgrade License software from the original computer, and (3) that reassignment is not within 90 days of the last reassignment.
a. Notices to us. You must send notices, authorizations, and requests in connection with this agreement by regular or overnight mail, express courier, or fax to the addresses listed below. We will treat notices as delivered on the date shown on the return receipt or on the courier or fax confirmation of delivery.
b. Electronic notices to you. We may provide you with information about the Online Service in electronic form. It may be via email to the address you provide when you sign up for the Online Service (as you may update via the Portal) or through a web site that we identify. Notice via email is given as of the transmission date. As long as you use the Online Service, you have the software and hardware needed to receive these notices. You may not use the Online Service if you do not agree to receive these electronic notices. In addition, various service communications may be sent via email to account administrators you identify and may update via the Portal.
c. Independent contractors. You and we are independent contractors for all purposes regarding this agreement. You do not have any agency, franchise or fiduciary relationship with us under this agreement.
d. No third-party beneficiaries. This agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this agreement.
e. Assignment. You may not assign this agreement. We may assign this agreement to our Affiliates.
f. Severability. If a court holds any provision(s) of this agreement to be illegal, invalid or unenforceable, the rest of this agreement will remain in effect and this agreement will be amended to give effect to the eliminated provision to the maximum extent possible.
g. Waiver. A waiver of any breach of this agreement is not a waiver of any other breach. Any waiver must be in writing and signed by an authorized representative of the waiving party.
h. Applicable law. This agreement is governed by the laws of the State of Washington without regard to its conflict of laws principles, except that (1) if you are a U.S. Government entity, this agreement is governed by the laws of the United States, and (2) if you are a state or local government entity in the United States, this agreement is governed by the laws of that state. The 1980 United Nations Convention on Contracts for the International Sale of Goods and its related instruments will not apply to this agreement. The Products are protected by copyright and other intellectual property rights laws and international treaties.
i. Dispute resolution. Any action to enforce this agreement must be brought in the State of Washington, USA. This choice of jurisdiction does not prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction. If you are a U.S. Government or state or local government entity, this Section does not apply and jurisdiction and venue will be determined by applicable law.
j. This agreement is not exclusive. You are free to enter into agreements to license, use or promote non-Microsoft software or services.
k. Entire agreement. This agreement constitutes the entire agreement concerning its subject matter and supersedes any prior or contemporaneous communications.
l. Survival. Provisions regarding ownership and license rights, fees, Online Services Use Rights, restrictions on use, evidence of perpetual licenses, transfer of licenses, warranties, export restrictions, defence of infringement and misappropriation claims, Microsoft’s and Customer’s obligations to protect each other, limitations of liability, confidentiality, compliance verification, obligations on termination or expiration and the other provisions in this section titled “Miscellaneous” will survive termination or expiration of this agreement.
m. Customer consent to partner fees. When you place an Order for certain Products, you may identify a “Partner of Record” associated with your Subscriptions. By identifying a Partner of Record, directly or by authorizing a third party to do so, you consent to us paying certain fees to the Partner of Record. The fees are for pre-sales support and may also include post-sales support. The fees are based on, and increase with the size of, your Order. Your prices for Products are the same whether or not you identify a Partner of Record.
n. No transfer of ownership. We do not transfer any ownership rights in any Products. We reserve all rights, including without limitation license rights, not specifically granted in this agreement. Products are protected by copyright and other intellectual property rights laws and international treaties.
o. Force majeure. Neither party will be liable for any failure in performance due to causes beyond either party’s reasonable control (such as fire, explosion, power blackout, earthquake, flood, severe storms, strike, embargo, labour disputes, acts of civil or military authority, war, terrorism (including cyber terrorism), acts of God, acts or omissions of Internet traffic carriers, actions or omissions of regulatory or governmental bodies (including the passage of laws or regulations or other acts of government that impact the delivery of Online Services)). This Section will not, however, apply to your payment obligations under this agreement.
p. U.S. export jurisdiction. 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/.
q. Natural disaster. In the event of a natural disaster, we may post information or provide additional assistance or rights on http://www.microsoft.com.
r. Survival. Provisions regarding ownership and license rights, fees, Online Services Use Rights, restrictions on use, evidence of perpetual licenses, transfer of licenses, warranties, defence of infringement and misappropriation claims, the parties obligations to protect each other, limitations of liability, confidentiality, compliance verification, obligations on termination or expiration and the other provisions in the section titled “Miscellaneous” will survive termination or expiration of this agreement.
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