MICROSOFT SOFTWARE LICENSE TERMS

MICROSOFT GENERIC INTENT ENCODER (MS GEN ENCODER)


Last Updated: June 26, 2019

IF YOU LIVE IN (OR ARE A BUSINESS WITH YOUR PRINCIPAL PLACE OF BUSINESS IN) THE UNITED STATES, PLEASE READ THE “BINDING ARBITRATION AND CLASS ACTION WAIVER” SECTION BELOW. IT AFFECTS HOW DISPUTES ARE RESOLVED.

These license terms are an agreement between you and Microsoft Corporation (or one of its affiliates). They apply to the functionality named above, hereinafter “MS GEN Encoder API” or “service,” and any Microsoft services or MS GEN Encoder API updates (except to the extent such services or updates are accompanied by new or additional terms, in which case those different terms apply prospectively and do not alter your or Microsoft’s rights relating to pre-updated software or services). IF YOU COMPLY WITH THESE LICENSE TERMS, YOU HAVE THE RIGHTS BELOW. BY USING THE SOFTWARE, YOU ACCEPT THESE TERMS.


1. INSTALLATION AND USE RIGHTS.

    a) General. By agreeing to this license, you take full responsibility for ensuring that all individuals affiliated with your institution that obtain access to the MS GEN Encoder API through this agreement abide by its terms and conditions. You may use the MS GEN Encoder API solely to demonstrate and internally evaluate it for academic, non-commercial purposes. This license does not authorize you to redistribute the MS GEN Encoder API or any data generated through the use thereof for commercial purposes, or for non-commercial purposes absent the attribution language described in subsection (f) below, nor does it allow you to replicate the MS GEN Encoder API in a separate computing environment.

    b) Product Keys. The MS GEN Encoder API requires a key to access it. You will be provided with two keys. Should you or your affiliates require additional keys, you must request them using the msturing-academic@microsoft.com alias. You are responsible for the use of any product key(s) assigned to you and must not share the key(s) with third parties outside of your institution or organization. You may use as many copies of the MS GEN Encoder API as the product key permits.

    c) Third Party Software. The MS GEN Encoder API may include third party applications that Microsoft, not the third party, licenses to you under this agreement. Any included notices for third party applications are for your information only.

    d) Microsoft Services Agreement. Some features of the MS GEN Encoder API provide access to, or rely on, online services. The use of those services (but not the software) is governed by the separate terms and privacy policies in the Microsoft Services Agreement at http://go.microsoft.com/fwlink/?linkid=398923. Please read them. The services may not be available in all regions.

    e) Competitive Benchmarking. You are free to evaluate, benchmark, or compare the service to other similar services or technology for the purpose of academic research and evaluation. If you are a direct competitor, and you access or use the software for purposes of competitive benchmarking, analysis, or intelligence gathering, you waive as against Microsoft, its subsidiaries, and its affiliated companies (including prospectively) any competitive use, access, and benchmarking test restrictions in the terms governing your software to the extent your terms of use are, or purport to be, more restrictive than Microsoft’s terms. If you do not waive any such purported restrictions in the terms governing your software, you are not allowed to access or use this service, and will not do so.

    f) Publication. Unless you have explicitly obtained an endorsement by emailing msturing-academic@microsoft.com, any published work product that is based in whole or in part on your direct or indirect use of the MS GEN Encoder API, including any analysis of the service or its underlying technology, must prominently include the following:

      i) Attribution. “Hongfei Zhang, XiaSong, Chenyan Xiong, Corby Rosset, Paul N. Bennett, Nick Craswell, and Saurabh Tiwary. 2019. Generic Intent Representation in Web Search. In Proceedings of the 42nd International ACM SIGIR Conference on Research and Development in Information Retrieval (SIGIR ’19), July21–25, 2019, Paris, France. ACM, San Francisco, USA, 10 pages. https://doi.org/10.1145/3331184.3331198

      ii) Endorsement Caveat. “The conclusions and opinions in this work are the opinions of the authors alone, and do not represent an express or implied endorsement by Microsoft of this work or the conclusions reached therein.”

2. TIME-SENSITIVE SOFTWARE.

    a) Term. The term of this agreement is until 01/08/2020 (day/month/year).

    b) Time-Sensitive Software. You access to the MS GEN Encoder API will cease on 01/08/2020 (day/month/year). You may not receive any other notice. Microsoft is not responsible for preserving you ability to access any data used to test the MS GEN Encoder API. However, should you elect to save a local copy of data you supply for purposes of testing the MS GEN Encoder API, you will be able to retain that data following the termination of your access to the MS GEN Encoder API on 01/08/2020 (day/month/year). Microsoft is not responsible for any corruption, degradation, or loss of data as a result of this arrangement, including data that is corrupted, degraded, or lost as a result of updates to the MS GEN Encoder API.

3. PRE-RELEASE SOFTWARE. The MS GEN Encoder API is a pre-release version. It may not operate correctly. It may be different from the commercially released version.

4. FEEDBACK. If you give feedback about the MS GEN Encoder API to Microsoft, you give to Microsoft, without charge, the right to use, share and commercialize your feedback in any way and for any purpose. You 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 your feedback in them. These rights survive this agreement.

5. DATA COLLECTION. The service may collect information about you and your use of the MS GEN Encoder API and send that to Microsoft. All information collected from or about you by Microsoft as a result of your use of the MS GEN Encoder is governed by the Microsoft Privacy Statement. Some features in the MS GEN Encoder API may enable collection of data from users of your applications that access or use the MS GEN Encoder API. If you use these features to enable data collection in your applications, you must comply with applicable law, including getting any required user consent, and maintain a prominent privacy policy that accurately informs users about how you use, collect, and share their data. You can learn more about Microsoft’s data collection and use in the product documentation and the Microsoft Privacy Statement at https://go.microsoft.com/fwlink/?LinkId=512132. You agree to comply with all applicable provisions of the Microsoft Privacy Statement.

6. SCOPE OF LICENSE. The MS GEN Encoder API is licensed, not sold. Microsoft reserves all other rights. Unless applicable law gives you more rights despite this limitation, you will not (and have no right to):

    a) work around any technical limitations in the MS GEN Encoder API that only allow you to use it in certain ways;

    b) reverse engineer, decompile or disassemble the service;

    c) remove, minimize, block, or modify any notices of Microsoft or its suppliers in the MS GEN Encoder API;

    d) disclose the results of any benchmark tests of the software to any third party without the attribution language described in subsection (1f) above;

    e) use the service for commercial, non-profit, or revenue-generating activities;

    f) use the service in any way that is against the law or to create or propagate malware; or

    g) share, publish, distribute, or lend the MS GEN Encoder API or any data generated through the use thereof, unless attributed to Microsoft as described in subsection (1f), provide the MS GEN Encoder API as a stand-alone hosted solution for others to use, or transfer the MS GEN Encoder API or this agreement to any third party.

7. EXPORT RESTRICTIONS. You must comply with all domestic and international export laws and regulations that apply to the service, which include restrictions on destinations, end users, and end use. For further information on export restrictions, visit http://aka.ms/exporting.

8. SUPPORT SERVICES. Microsoft is not obligated under this agreement to provide any support services for the software. Any support provided is “as is”, “with all faults”, and without warranty of any kind.

9. BINDING ARBITRATION AND CLASS ACTION WAIVER. This Section applies if you live in (or, if a business, your principal place of business is in) the United States. If you and Microsoft have a dispute, you and Microsoft agree to try for 60 days to resolve it informally. If you and Microsoft can’t, you and Microsoft agree to binding individual arbitration before the American Arbitration Association under the Federal Arbitration Act (“FAA”), and not to sue in court in front of a judge or jury. Instead, a neutral arbitrator will decide. Class action lawsuits, class-wide arbitrations, private attorney-general actions, and any other proceeding where someone acts in a representative capacity are not allowed; nor is combining individual proceedings without the consent of all parties. The complete Arbitration Agreement contains more terms and is at http://aka.ms/arb-agreement-1. You and Microsoft agree to these terms.

10. TERMINATION. Without prejudice to any other rights, Microsoft may terminate this agreement if you fail to comply with any of its terms or conditions. In such event, you must destroy all copies of the MS GEN Encoder API and all of its component parts.

11. ENTIRE AGREEMENT. This agreement, and any other terms Microsoft may provide for supplements, updates, or third-party applications, is the entire agreement for the MS GEN Encoder API.

12. APPLICABLE LAW AND PLACE TO RESOLVE DISPUTES. If you acquired the software in the United States or Canada, the laws of the state or province where you live (or, if a business, where your principal place of business is located) govern the interpretation of this agreement, claims for its breach, and all other claims (including consumer protection, unfair competition, and tort claims), regardless of conflict of laws principles, except that the FAA governs everything related to arbitration. If you acquired the MS GEN Encoder API in any other country, its laws apply, except that the FAA governs everything related to arbitration. If U.S. federal jurisdiction exists, you and Microsoft consent to exclusive jurisdiction and venue in the federal court in King County, Washington for all disputes heard in court (excluding arbitration). If not, you and Microsoft consent to exclusive jurisdiction and venue in the Superior Court of King County, Washington for all disputes heard in court (excluding arbitration).

13. CONSUMER RIGHTS; REGIONAL VARIATIONS. This agreement describes certain legal rights. You may have other rights, including consumer rights, under the laws of your state, province, or country. Separate and apart from your relationship with Microsoft, you may also have rights with respect to the party from which you acquired the software. This agreement does not change those other rights if the laws of your state, province, or country do not permit it to do so. For example, if you acquired the software in one of the below regions, or mandatory country law applies, then the following provisions apply to you:

    a) Australia. You have statutory guarantees under the Australian Consumer Law and nothing in this agreement is intended to affect those rights.

    b) Germany and Austria.

      i. Warranty. The properly licensed MS GEN Encoder API will perform substantially as described in any Microsoft materials that accompany the service. However, Microsoft gives no contractual guarantee in relation to the licensed MS GEN Encoder API.

      ii. Limitation of Liability. In case of intentional conduct, gross negligence, claims based on the Product Liability Act, as well as, in case of death or personal or physical injury, Microsoft is liable according to the statutory law.

      Subject to the foregoing clause ii., Microsoft will only be liable for slight negligence if Microsoft is in breach of such material contractual obligations, the fulfillment of which facilitate the due performance of this agreement, the breach of which would endanger the purpose of this agreement and the compliance with which a party may constantly trust in (so-called "cardinal obligations"). In other cases of slight negligence, Microsoft will not be liable for slight negligence.

14. DISCLAIMER OF WARRANTY. THE SERVICE IS LICENSED “AS IS.” YOU BEAR THE RISK OF USING IT. MICROSOFT GIVES NO EXPRESS WARRANTIES, GUARANTEES, OR CONDITIONS. TO THE EXTENT PERMITTED UNDER APPLICABLE LAWS, MICROSOFT EXCLUDES ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

15. LIMITATION ON AND EXCLUSION OF DAMAGES. IF YOU HAVE ANY BASIS FOR RECOVERING DAMAGES DESPITE THE PRECEDING DISCLAIMER OF WARRANTY, YOU CAN RECOVER FROM MICROSOFT AND ITS SUPPLIERS ONLY DIRECT DAMAGES UP TO U.S. $5.00. YOU CANNOT RECOVER ANY OTHER DAMAGES, INCLUDING CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES. This limitation applies to (a) anything related to the software, services, content (including code) on third party Internet sites, or third party applications; and (b) claims for breach of contract, warranty, guarantee, or condition; strict liability, negligence, or other tort; or any other claim; in each case to the extent permitted by applicable law.

It also applies even if Microsoft knew or should have known about the possibility of the damages. The above limitation or exclusion may not apply to you because your state, province, or country may not allow the exclusion or limitation of incidental, consequential, or other damages.

16. CONFIDENTIAL INFORMATION. The software, including its user interface, features and documentation, is confidential and proprietary to Microsoft and its suppliers.

    a) Use. For five years after installation of the software or its commercial release, whichever is first, you may not disclose confidential information to third parties. You may disclose confidential information only to your employees and consultants who need to know the information. You must have written agreements with them that protect the confidential information at least as much as this agreement.

    b) Survival. Your duty to protect confidential information survives this agreement.

    c) Exclusions. You may disclose confidential information in response to a judicial or governmental order. You must first give written notice to Microsoft to allow it to seek a protective order or otherwise protect the information. Confidential information does not include information that:

      i. becomes publicly known through no wrongful act;

      ii. you received from a third party who did not breach confidentiality obligations to Microsoft or its suppliers; or

      iii. you developed independently.

Please note: As this software is distributed in Canada, some of the clauses in this agreement are provided below in French.

Remarque: Ce logiciel étant distribué au Canada, certaines des clauses dans ce contrat sont fournies ci-dessous en français.

EXONÉRATION DE GARANTIE. Le logiciel visé par une licence est offert « tel quel ». Toute utilisation de ce logiciel est à votre seule risque et péril. Microsoft n’accorde aucune autre garantie expresse. Vous pouvez bénéficier de droits additionnels en vertu du droit local sur la protection des consommateurs, que ce contrat ne peut modifier. La ou elles sont permises par le droit locale, les garanties implicites de qualité marchande, d’adéquation à un usage particulier et d’absence de contrefaçon sont exclues.

LIMITATION DES DOMMAGES-INTÉRÊTS ET EXCLUSION DE RESPONSABILITÉ POUR LES DOMMAGES. Vous pouvez obtenir de Microsoft et de ses fournisseurs une indemnisation en cas de dommages directs uniquement à hauteur de 5,00 $ US. Vous ne pouvez prétendre à aucune indemnisation pour les autres dommages, y compris les dommages spéciaux, indirects ou accessoires et pertes de bénéfices.

Cette limitation concerne:

• tout ce qui est relié au logiciel, aux services ou au contenu (y compris le code) figurant sur des sites Internet tiers ou dans des programmes tiers; et

• les réclamations au titre de violation de contrat ou de garantie, ou au titre de responsabilité stricte, de négligence ou d’une autre faute dans la limite autorisée par la loi en vigueur.

Elle s’applique également, même si Microsoft connaissait ou devrait connaître l’éventualité d’un tel dommage. Si votre pays n’autorise pas l’exclusion ou la limitation de responsabilité pour les dommages indirects, accessoires ou de quelque nature que ce soit, il se peut que la limitation ou l’exclusion ci-dessus ne s’appliquera pas à votre égard.

EFFET JURIDIQUE. Le présent contrat décrit certains droits juridiques. Vous pourriez avoir d’autres droits prévus par les lois de votre pays. Le présent contrat ne modifie pas les droits que vous confèrent les lois de votre pays si celles-ci ne le permettent pas.