MICROSOFT SOFTWARE LICENSE TERMS
MICROSOFT COGNITIVE SERVICES
SPEECH SDK
IF YOU
LIVE IN (OR ARE A BUSINESS WITH A 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 software named above and any Microsoft
services or software 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.
b)
Third Party Components. The software may include third party
components with separate legal notices or governed by other agreements, as may
be described in the ThirdPartyNotices file(s) accompanying the software or may
be accessible at http://aka.ms/thirdpartynotices.
Even if such components are governed by other agreements, the disclaimer,
limitations on, and exclusions of damages below also apply to the extent
allowed by applicable law.
c)
Competitive Benchmarking.
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 this section applies
and you do not waive any such purported restrictions in the terms governing
your software, you are not allowed to access or use this software, and will not
do so.
2. DISTRIBUTABLE
CODE. The software may contain code you are permitted to distribute
(i.e., make available for third parties) in applications you develop, as
described in this Section.
a) Distribution
Rights. The code and test files described below are distributable if
included with the software.
i.
REDIST.TXT Files. You may copy and distribute the object code
form of code listed on the REDIST list in the software, if any; and
ii.
Third Party Distribution. You may permit distributors of your applications
to copy and distribute any of this distributable code you elect to distribute
with your applications.
b) Distribution
Requirements. For any code you
distribute, you must:
i.
add significant primary
functionality to it in your applications;
ii.
require distributors and
external end users to agree to terms that protect it and Microsoft at least as
much as this agreement; and
iii.
indemnify, defend, and hold
harmless Microsoft from any claims, including attorneys’ fees, related to the
distribution or use of your applications, except to the extent that any claim
is based solely on the unmodified distributable code.
c) Distribution
Restrictions. You may not:
i.
use Microsoft’s trademarks or
trade dress in your application in any way that suggests your application comes
from or is endorsed by Microsoft; or
ii.
modify or distribute the source
code of any distributable code so that any part of it becomes subject to any
license that requires that the distributable code, any other part of the
software, or any of Microsoft’s other intellectual property be disclosed or
distributed in source code form, or that others have the right to modify it.
3. CONDITIONAL
RIGHTS TO USE AND DISTRIBUTE EMBEDDED SPEECH COMPONENTS (PREVIEW). If you
are approved for access to Embedded Speech Components in accordance with the
terms for Limited Access Services in the Service-Specific Product Terms for
Azure Cognitive Services and Applied AI Services available at https://www.microsoft.com/licensing/terms/welcome/welcomepage,
and you are in compliance with these license terms and all requirements in an
applicable license agreement that references these rights, you have the
following additional rights with respect to the Embedded Speech Components.
a) Definitions.
ii.
“Company Device” means computing
devices, other than Excluded Devices, that you sell, distribute, or otherwise
dispose of for use with the Embedded Speech Components.
iii.
“End Customer” means a person,
company, or other legal entity that acquires a Company Device from you.
iv.
"Excluded Device” means any
computing device that would subject the Embedded Speech Components, as
implemented in such device, to High Risk Use.
v.
"High Risk Use" means any use of any Embedded Speech Components where failure or fault of any kind of any Embedded Speech Components could reasonably be seen to lead to death or serious bodily injury, or to severe physical or environmental damage.
b) Distribution
and Use Rights.
i.
Subject to your compliance with
these terms (including the distribution requirements and distribution
restrictions for distributable code) and all requirements in an applicable
license agreement that references these rights, you may (A) download and link the
Embedded Speech Components into an application that adds significant primary
functionality to the Embedded Speech Components; (B) install the Embedded
Speech Components, in binary form as incorporated in your application, on
Company Devices; and (C) distribute the Embedded Speech Components as
installed on Company Devices to End Customers.
ii.
No right is provided to you to
sell, distribute, sublicense, or otherwise make available the Embedded Speech
Components separate from your applications that are installed on Company
Devices or to implement the Embedded Speech Components in your application or
Company Device in any manner that would subject the Embedded Speech Components
to High Risk Use. You will use commercially reasonable efforts to notify
Microsoft within a reasonable time if you become aware that an End Customer is
using the Embedded Speech Components separate from your applications that are
installed on Company Devices.
iii.
Before selling, distributing, or
otherwise disposing of any version of a Company Device, you will: (i) make your
own determination that the Embedded Speech Components are suitable in quality
and performance for use as implemented in your application and used in such
Company Device, and (ii) test and examine the Embedded Speech Components in
your application as installed on such Company Device.
c) Required
Updates. From time to time, Microsoft may
release by written notice an Update to the Embedded Speech Components
designated as required to be performed (each a “Required Update”). Microsoft
will use commercially reasonable efforts to minimize the number of Required
Updates. Additional terms may apply to a Required Update and Microsoft will
make these additional terms available to you. By distributing a Required
Update, you agree to the additional terms. If Microsoft makes a Required Update
available to you and you elect not to perform the Required Update, Microsoft
has no duty or liability based on your installation, use, sale, offer for sale,
importation, or other disposition or promotion of a Company Device more than 90
days after Microsoft makes available the Required Update. “Update” means, with
respect to the Embedded Speech Components, a royalty-free replacement, bug-fix,
or re-release of the software.
d) Change
Event. Your rights under this section are
subject to the following:
i.
Microsoft may notify you
requiring you to cease installation, further use, sale, offer for sale,
importation, or other disposition or promotion of a Company Device due to a
Change Event (each, a “Change Event Notice”). Such Change Event Notice will
specify the extent and timing of the cessation and any other necessary actions.
“Change Event” means that an applicable government or regulatory body in any
jurisdiction in which a Company Device may be sold has determined that the
Embedded Speech Components are illegal or otherwise subject to any regulation or
legal limitation that the Embedded Speech Components were not (or not clearly)
subject to as of the date on which Microsoft made the Embedded Speech
Components available.
ii.
Microsoft will issue a Change
Event Notice only to the extent it deems reasonably necessary to address the
precipitating Change Event. Microsoft and you will work together, promptly and
in good faith, to: (i) coordinate public communications related to the Change
Event Notice that specifically reference you or your products or services; and
(ii) implement the Change Event Notice as applicable to you in an orderly,
effective, and prompt manner.
iii.
Additional obligations or
remedies related to Change Events may be set forth in the applicable license
agreement that references these rights.
iv.
DUTY TO MITIGATE. If Microsoft
gives you a Change Event Notice, Microsoft has no duty or liability based on
your installation, use, sale, offer for sale, importation, or other disposition
or promotion of Company Devices more than 30 days after receipt of such Change
Event Notice.
e) Compliance
with Laws. In exercising your rights and
performing your obligations under this section, you will comply with all
applicable laws, rules, statutes, orders, regulations, and judgments of any
government authority having jurisdiction. If you experience a safety or product
liability issue with a Company Device which relates to or implicates the
Embedded Speech Components in any way, you agree to notify Microsoft promptly
in writing so that Microsoft can comply with its own obligations for such an
event. Microsoft will treat such notice as your Confidential Information to the
extent permitted by applicable law.
f) Pre-Release
Software. The Embedded Speech Components are a
pre-release version. They may not operate correctly. They may be different from
the commercially released version.
g) Feedback. If you give feedback about the Embedded Speech
Components 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.
h) The rights and obligations set forth in this section
3 are in addition to and subject to all other provisions of these SDK license
terms except to the extent of any conflict, in which case the provisions of
this section 3 will control. To the extent of any conflict between the rights
and obligations set forth in this section 3 and the applicable license
agreement, the provisions of the applicable license agreement will control.
4. SCOPE
OF LICENSE. The software 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 software that only
allow you to use it in certain ways;
c)
remove, minimize, block, or modify any notices of Microsoft or its
suppliers in the software;
d)
use the software in any way that is against the law or to create or
propagate malware; or
e)
share, publish, distribute, or lease the software (including as part
of an application and except for any distributable code, subject to the terms
above), provide the software as a stand-alone offering for others to use, or
transfer the software or this agreement to any third party.
a) Data
Collection. The software may collect information about you and your use of
the software, and send that to Microsoft. Microsoft may use this information to
provide services and improve our products and services. You may opt-out of many
of these scenarios, but not all, as described in the product
documentation. There are also some features in the software that may
enable you to collect data from users of your applications. If you use these
features to enable data collection in your applications, you must comply with
applicable law, including providing appropriate notices to users of your
applications. You can learn more about data collection and use in the help
documentation and the privacy statement at https://aka.ms/privacy.
Your use of the software operates as your consent to these practices.
b) 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 https://docs.microsoft.com/legal/gdpr.
6. EXPORT
RESTRICTIONS. You must comply with all domestic and international export
laws and regulations that apply to the software, which include restrictions on
destinations, end users, and end use. For further information on export
restrictions, visit https://aka.ms/exporting.
7. 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.
8. UPDATES.
The software may periodically check for updates, and download and install them
for you. You may obtain updates only from Microsoft or authorized sources.
Microsoft may need to update your system to provide you with updates. You agree
to receive these automatic updates without any additional notice. Updates may
not include or support all existing software features, services, or peripheral
devices.
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 software
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 software.
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 software 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)
Canada. If you acquired this software in Canada, you may stop
receiving updates by turning off the automatic update feature, disconnecting
your device from the Internet (if and when you re-connect to the Internet,
however, the software will resume checking for and installing updates), or
uninstalling the software. The product documentation, if any, may also specify
how to turn off updates for your specific device or software.
c)
Germany and Austria.
i. Warranty. The properly licensed software will perform
substantially as described in any Microsoft materials that accompany the
software. However, Microsoft gives no contractual guarantee in relation to the
licensed software.
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 SOFTWARE 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.
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.