Terms of Use

Microsoft Search Service Referral Terms of Use

Updated: December 2005

1. THIS IS A CONTRACT BETWEEN YOU AND MICROSOFT

This is a contract between you and Microsoft for use of the MSN Search Service and any associated html or other software MSN Code (the “MSN Search Referral MSN Code”). We are Microsoft Corporation (located at One Microsoft Way, Redmond, WA 98052-6399) or, based on where you live, a Microsoft affiliate. We will refer to ourselves in this contract as either “Microsoft”, “we” or “our.” You are an individual person. You represent that you are at least 18 years old and have reached the age of majority in the province, state or country, in which you live.

BY USING THE SERVICE OR THE MSN CODE, YOU AGREE TO BE BOUND BY THIS CONTRACT. THIS CONTRACT CONTAINS DISCLAIMERS OF WARRANTIES AND LIABILITY (See Sections 6, 7 and 8); AND AN EXCLUSIVE REMEDY (See Section 7).

2. HOW MICROSOFT MAY MODIFY THIS CONTRACT

We may change this contract at any time. You must review this contract on a regular basis. You can find the most recent version of the contract at Microsoft Search Service Referral Terms of Use. The changed contract is in effect immediately. If you do not agree to changes in the contract, then you must stop using the MSN Code. If you do not stop using the MSN Code, then your use of the MSN Code will continue under the changed contract.

3. MSN CODE AND LOGO

The MSN Code is protected by copyright and other laws and international treaties. The MSN Code is licensed, not sold, to you. You may use it on one or more websites owned or controlled by you (your “Website”). You may not sell the MSN Code or any information, services, or software associated with it.

Microsoft grants you the right solely to place a copy of the MSN Code on your Website without alteration for the purpose of directing queries manually input by individual end users of your Website (“End Users”) to the MSN Search Service.

In addition, Microsoft grants to you a non-exclusive, non-transferable, non-sublicensable, non-redistributable, personal revocable license to use the butterfly web graphic (“Logo”) solely on your Website as the Logo is displayed when the MSN Code is executed. Your use of the Logo is subject to the MSN Search Logo Guidelines included in this contract or otherwise made available to you by Microsoft:

You may not use, reproduce or distribute the Logo in any other manner or for any other purpose. All rights not expressly granted herein are reserved by Microsoft.

You may not modify, copy, license, or create derivative works from the MSN Code. Also, you may not use MSN Code in any manner that could damage, disable, overburden, or harm Microsoft's MSN Search services (for example, you may not use the MSN Code to deliver queries to the MSN Search Service in an automated manner), nor may you use the MSN Code in any manner that interferes with any other party's use of Microsoft's search services.

4. RESTRICTIONS ON USAGE

You will not use the Service or the MSN Code in connection with any Website that disparages Microsoft or its products or services; infringes any Microsoft intellectual property or other rights; violates any state, federal or international law; or contains or links to defamatory, infringing, adult, violent, or hate-based content or otherwise unlawful material or information.

You will not disassemble, decompile, or reverse engineer, any software or any machine included in the Service, except and only to the extent that such activity is expressly permitted by applicable law.

You will not (a) display the MSN Code in pop-up, pop-under, exit windows, expanding buttons, or animation; (b) display the MSN Code to anyone other than an End User; (c) directly or indirectly access, launch and/or activate the Service through or from, or otherwise incorporate the MSN Code or the Service in, any software application, Web site or other means, other than your Website, and then only to the extent expressly permitted herein; (d) sell, lease, syndicate, license, or otherwise transfer the MSN Code or utilize the Service to operate any service bureau, timeshare or other service for third parties; (e) enter into any arrangement or agreement under which any third party pays You fees, You pay any Third Party fees, or either shares in any revenue payments and/or royalties for any Results; (f) directly or indirectly generate queries, or impressions of or clicks on Results Page, through any automated, deceptive, fraudulent or other invalid means (including, but not limited to, click spam, robots, macro programs, and Internet agents); or (g) remove, deface, obscure, or alter Microsoft’s copyright notice, trademarks or other proprietary rights notices affixed to or provided as a part of any Service or any other Microsoft technology, software, materials and documentation.

5. MSN SEARCH SERVICE

The MSN Code is designed to be used with MSN's search services. As a result, your use of the MSN Code is also defined by MSN's Service Contract, Terms of Use and Privacy Policy.

6. MICROSOFT MAKES NO WARRANTIES

MICROSOFT PROVIDES THE SERVICE AND MSN CODE "AS IS," "WITH ALL FAULTS" AND "AS AVAILABLE," AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MICROSOFT, ITS AFFILIATES, RESELLERS, DISTRIBUTORS, SERVICE PROVIDERS AND/OR SUPPLIERS (EACH, A "MICROSOFT PARTY" AND COLLECTIVELY, THE "MICROSOFT PARTIES") MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED. THE MICROSOFT PARTIES DISCLAIM ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY AND IMPLIED, INCLUDING WITHOUT LIMITATION (1) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT, (2) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (3) WARRANTIES OR CONDITIONS THAT ACCESS TO OR USE OF THE WEB SITES WILL BE UNINTERRUPTED OR ERROR-FREE. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE OF THIS CONTRACT.

7. LIABILITY LIMITATION; YOUR EXCLUSIVE REMEDY

IN NO EVENT WILL ANY MICROSOFT PARTY BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM THIS CONTRACT OR YOUR USE OF THE SERVICE OR THE MSN CODE, EVEN IF SUCH MICROSOFT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION OF DAMAGES UNDER SECTION 7 IS INDEPENDENT OF YOUR EXCLUSIVE REMEDY AND SURVIVES IN THE EVENT SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE DEEMED UNENFORCEABLE. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (1) BREACH OF CONTRACT, (2) BREACH OF WARRANTY, (3) NEGLIGENCE, OR (4) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. IF YOU ARE DISSATISFIED WITH THE SERVICE, YOU DO NOT AGREE WITH ANY PART OF THIS CONTRACT, OR YOU HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST ANY MICROSOFT PARTY WITH RESPECT TO THIS CONTRACT, THE MSN CODE OR THE SERVICE, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE AND MSN CODE.

8. CHANGES TO THE SERVICE; ADDITIONAL LIABILITY LIMITATION

WE MAY CHANGE THE SERVICE OR DELETE FEATURES AT ANY TIME AND FOR ANY REASON. WITHOUT LIMITING THE GENERAL NATURE OF SECTIONS 6 AND 7, THE MICROSOFT PARTIES ARE NOT RESPONSIBLE OR LIABLE FOR (1) ANY CONTENT, INCLUDING WITHOUT LIMITATION, ANY INFRINGING, INACCURATE, OBSCENE, INDECENT, THREATENING, OFFENSIVE, DEFAMATORY, TORTIOUS, OR ILLEGAL CONTENT, OR (2) ANY THIRD PARTY CONDUCT, TRANSMISSIONS OR DATA. IN ADDITION, WITHOUT LIMITING THE GENERALITY OF SECTIONS 6 AND 7, MICROSOFT IS NOT RESPONSIBLE OR LIABLE FOR (1) ANY VIRUSES OR OTHER DISABLING FEATURES THAT AFFECT YOUR ACCESS TO OR USE OF THE SERVICE, (2) ANY INCOMPATIBILITY BETWEEN THE SERVICE AND OTHER WEB SITES, SERVICES, SOFTWARE AND HARDWARE, (3) ANY DELAYS OR FAILURES YOU MAY EXPERIENCE IN INITIATING, CONDUCTING OR COMPLETING ANY TRANSMISSIONS OR TRANSACTIONS IN CONNECTION WITH THE SERVICE IN AN ACCURATE OR TIMELY MANNER, OR (4) ANY DAMAGES OR COSTS OF ANY TYPE ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF ANY SERVICES AVAILABLE FROM THIRD PARTIES THROUGH LINKS. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN SECTIONS 6, 7 AND 8 OF THIS CONTRACT APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND ARE NOT INTENDED TO DEPRIVE YOU OF ANY MANDATORY PROTECTIONS PROVIDED TO YOU UNDER APPLICABLE LAW.

9. TERMINATION OF SERVICE

Unless you, or a third party on your behalf, have a separate written contract with Microsoft that modifies this contract, then we may terminate or suspend your Service at any time. Our termination or suspension may be without cause and/or without notice. Upon Service termination, your right to use the Service stops immediately.

10. CHOICE OF LAW AND LOCATION FOR RESOLVING DISPUTES

If this contract is with Microsoft Corporation, then claims for breach of this contract will be subject to the laws of the State of Washington, without reference to conflict of laws principles. If this contract is with a Microsoft affiliate, claims for breach of this contract will be subject to the laws of the place of incorporation for such Microsoft affiliate, without reference to conflict of laws principles. All other claims, including claims regarding consumer protection laws, unfair competition laws, and in tort, will be subject to the laws of your state of residence in the United States, or, if you reside outside the United States, under the laws of the country to which your use of the Service is directed.

If this contract is with Microsoft Corporation, you consent to the exclusive jurisdiction and venue of state or federal courts in King County, Washington, USA for all disputes relating to this contract or the Service. If this Contract is with a Microsoft affiliate, you consent to the exclusive jurisdiction and venue of the courts located in the place of incorporation for such Microsoft affiliate for all disputes relating to this contract or the Service. You cannot revoke this consent.

11. INTERPRETING THE CONTRACT

All parts of this contract apply to the maximum extent permitted by applicable law. A court may hold that a part of this contract cannot be enforced as it is written. If this happens, then that part will be replaced by terms that most closely match the intent of the part that cannot be enforced. The rest of this contract will not be changed. This is the entire contract between us regarding your use of the Service. It supersedes any prior contract or statements regarding your use of the Service. If you have confidentiality obligations related to the Service, those obligations remain in effect (for example, you may have been a beta tester). The section titles in the contract do not limit the other terms of this contract.

12. ASSIGNMENT

Microsoft may assign this contract, in whole or in part, at any time with or without notice to you. You may not assign this contract, or any part of it, to any other party. Any attempt by you to do so is void. Instead, you may terminate your Service. The other party may then establish a Service account and enter into a contract with us.

13. CLAIM MUST BE FILED WITHIN ONE YEAR

ANY CLAIM RELATED TO THIS CONTRACT OR THE SERVICE MUST BE BROUGHT WITHIN ONE YEAR. THE ONE-YEAR PERIOD BEGINS ON THE DATE WHEN THE CLAIM FIRST COULD BE FILED. IF IT IS NOT, THEN THAT CLAIM IS PERMANENTLY BARRED. THIS APPLIES TO YOU AND YOUR SUCCESSORS. IT ALSO APPLIES TO US AND OUR SUCCESSORS AND ASSIGNS.

14. YOUR NOTICES TO MICROSOFT

You may notify us by e-mail or postal mail. Your notices to us must be addressed as stated in the customer support or “help” area for the Service.

15. MICROSOFT’S NOTICES TO YOU; CONSENT REGARDING ELECTRONIC NOTICES

We may give you any data regarding the Service in electronic form. We may provide such data to you via e-mail at the e-mail address you specified when you registered for the Service, by instant message to your account, or by access to a Microsoft web site. As long as you access and use the Service, you will have the necessary software and hardware to receive such notices. If you do not consent to receive any notices electronically, you must discontinue your use of the Service.

16. INTELLECTUAL PROPERTY NOTICES

All contents of any Microsoft Web site related to the Service are: Copyright © 1999-2006 Microsoft Corporation and/or its suppliers, c/o Microsoft Corporation, One Microsoft Way, Redmond, Washington 98052-6399 U.S.A. All rights reserved.

Microsoft is a registered trademark of Microsoft Corporation. The names of actual companies and products mentioned herein may be the trademarks of their respective owners.

The example companies, organizations, products, people and events depicted herein are fictitious. No association with any real company, organization, product, person, or event is intended or should be inferred.

Microsoft may have patents, patent applications, trademarks, copyrights, or other intellectual property rights covering subject matter in any Web pages that are part of the Service. Unless we have granted you licenses to our intellectual property in this contract, our providing you with such Web pages does not give you any license to our intellectual property. Any rights not expressly granted herein are reserved.

17. NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to Service Provider's Designated Agent. ALL INQUIRIES NOT RELEVANT TO THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE. See Notice and Procedure for Making Claims of Copyright Infringement at http://www.microsoft.com/info/cpyrtInfrg.htm.

Logo Usage Guidelines:

The following guidelines must be followed for all use of the Logo:

  1. The Logo may not be used in any manner that might imply that any non-Microsoft materials, including but not limited to goods, services, web sites, or publications, are sponsored, endorsed, licensed by, or affiliated with Microsoft.
  2. The Logo may not be displayed as a primary or prominent feature on any non-Microsoft materials. Companies using the Logo pursuant to these guidelines must also display in the primary and more prominent position, their own logo(s), business name, product names, or other branding.
  3. The Logo may not be imitated, or used as a design feature in any manner.
  4. The Logo may not be used in a manner that would disparage Microsoft Corporation or its products or services.
  5. The Logo must be used as provided by Microsoft Corporation with no changes, including but not limited to changes in the color, proportion, or design, or removal of any words, artwork, or trademark symbols. The Logo may not be animated, morphed, or otherwise distorted in perspective or appearance.
  6. The Logo must not be incorporated or used in any manner as part of, or in close proximity to another company’s name, domain name, product or service name, logo, trade dress, design, slogan, or other trademarks. The Logo must never appear with any other symbol or icon (except the registered trademark symbol); contained within a box, circle, or other shape; or combined with any other name, logo, or icon to create a co-branded logo.
  7. Neither the Logo, the name MSN Search nor the Microsoft name may be used in any other company name, product name, service name, domain name, web site title, publication title, or the like.
  8. Non-Microsoft materials should not mimic any Microsoft advertising, product packaging, or web site design.
  9. Under no circumstances may third parties use, imitate, or play off of the Microsoft corporate tagline (“Your Potential. Our Passion.”). This tagline is reserved for exclusive use by Microsoft Corporation.

Microsoft reserves the right in its sole discretion to terminate or modify permission to display the Logo, and may request that third parties modify or delete any use of the Logo that, in Microsoft’s sole judgment, does not comply with these guidelines, or might otherwise impair Microsoft’s rights in the Logo. Microsoft further reserves the right to object to unfair uses or misuses of its trademarks or other violations of applicable law.