Microsoft To-Do Preview Agreement

This Preview Agreement (“Agreement”) is an agreement between you (“Participant”) and Microsoft Corporation (or based on where Participant lives one of its affiliates) (“Microsoft”). Participant should read the entire agreement because the terms are important and create a legal agreement (the “Agreement”) that, once accepted by Participant, applies to Participant. By this accepting this Agreement, Participant represents that they are acting as an agent of an organization, and they have the authority to act as an agent of their organization. Participant further represents that they are affiliated to and have the authority to use the Preview Service on behalf of such organization and have the authority to enable authorized users in Participant’s tenant to use the Preview Service.

BY ENABLING YOUR OGANIZATION TO USE THIS PREVIEW SERVICE, PARTICIPANT ACCEPTS THESE TERMS. IF PARTICIPANT DOES NOT ACCEPT THESE TERMS, DO NOT USE THE PREVIEW SERVICE.

The parties agree as follows:

1. Overview. Microsoft has a program for certain customers to access and use services or software in a preview form. Participant has to opt in to participate in this program. This Agreement establishes the terms and conditions for Participant’s access and use of the services and participation in the program.

2. Definitions. As used in this Agreement, the following terms have the following meanings:

a. “Affiliate” means any legal entity that owns, is owned by, or is commonly owned with a party, where “own” means having more than 50% ownership or the right to direct the management of the entity.

b. “Confidential Information” means non-public information, know-how, or trade secrets in any form that are designated as being confidential or that a reasonable person knows or reasonably should understand to be confidential. Confidential Information does not include any information, however designated, that (i) is or becomes publicly available without a breach of this Agreement; (ii) was lawfully known to the receiver of the information without an obligation to keep it confidential; (iii) is received from another source who can disclose it lawfully and without an obligation to keep it confidential; (iv) is independently developed; or (v) is Feedback.

c. “Customer Data” means all data, including all text, sound, video, or image files that are provided to Microsoft by, or on behalf of, Participant through use of Office 365 Services.

d. “Feedback” means, collectively, suggestions, comments, feedback, ideas, or know-how, in any form, that Participant provides to Microsoft about Microsoft’s business, products, or services.

e. “NDA” means a standard non-disclosure agreement, if any, between the parties.

f. “Office 365 Services” means the services included in an Office 365-branded plan or suite under Participant’s Microsoft volume licensing agreement or Microsoft Online Subscription Agreement.

g. “Online Services Terms” means the Microsoft Online Services Terms that are available at http://microsoftvolumelicensing.com/ (or a successor site).

h. “Participant Data” means all data, including all text, sound, video, or image files that are provided to Microsoft by, or on behalf of, Participant through use of the Preview Service.

i. “Preview Program” means the Microsoft invitation-only program through which Microsoft makes the Preview Service available to Participant.

j. “Preview Service” means the Microsoft To-Do preview online service that Microsoft makes available to Participant as part of the Preview Program.

k. “Program Materials” means, collectively, all materials that describe the Preview Program and that Microsoft makes available to Participant, including any invitations, materials specifying requirements or eligibility criteria, Preview Service documentation, and this Agreement.

l. “Residuals” means information in intangible form retained in unaided memory by persons who have had access to Confidential Information.

m. “Term” means the term of this Agreement.

n. “Volume Licensing Agreement” means the Online Services Terms and Participant’s Microsoft volume licensing agreement (or other applicable agreement) under which Participant subscribed to the Office 365 Services, including the “Microsoft Online Subscription Agreement” (“MOSA”).

3. Program Participation.

a. Program Materials. Each party will comply with the Program Materials with respect to Participant’s activities and participation in the Preview Program.

b. Feedback. Providing Feedback is voluntary. Microsoft is under no obligation to post or use any Feedback. By providing Feedback to Microsoft, Participant (and anyone providing Feedback through Participant) 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.

Participant 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 Participant’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).

4. Use of Preview Service.

a. License Grant. During the Term, Microsoft grants to Participant and authorized users in Participant’s tenant for the Office 365 Services a non-exclusive, non-transferable, non-sublicensable right and license to access and use the Preview Service in accordance with this Agreement.

b. Use Terms. During the Term, this Agreement governs Participant’s use of the Preview Service and supersedes any Microsoft terms and conditions Services Agreement that may be linked in the user interface of the Preview Service. Participant acknowledges that (i) the Preview Service may not work correctly or in the manner that a commercial service may function; Microsoft may change it for the final, commercial version or choose not to release a commercial version; (ii) Microsoft may not provide support for the Preview Service; (iii) the Volume Licensing Agreement, including any obligations Microsoft may have regarding Customer Data, do not apply to the Preview Service or Participant Data; (iv) Microsoft has no obligation to hold, export or return Participant Data; (v) Microsoft has no liability for the deletion of Participant Data; and (vi) Participant may lose access to the Preview Service and Participant Data after the Term.

c. Acceptable Use. Neither Participant, nor those that access the Preview Service through Participant, may: (i) use the Preview Service (A) in a way prohibited by law, regulation, governmental order or decree; (B) to violate the rights of others; (C) to try to gain unauthorized access to or disrupt any service, device, data, account or network; (D) to spam or distribute malware; or (E) in a way that could harm the Preview Service or impair anyone else’s use of it; or (ii) reverse engineer, decompile, disassemble, or work around any technical limitations in the Preview Service, or use the Preview Service to create a competing product. Participant is responsible for responding to any third-party request regarding Participant’s use of the Preview Service or Participant Data, such as a request to take down Participant Data under the U.S. Digital Millennium Copyright Act or other applicable laws.

d. Data Collection, Use and Location. Microsoft Online Services Privacy Statement https://www.microsoft.com/en-us/privacystatement/OnlineServices/Default.aspx applies to the collection, use and location of Participant Data. In the event of a conflict between the Microsoft Online Services Privacy Statement and the terms of this Agreement, the terms of this Agreement will control.

5. Reservation of Rights. Subject to the licenses granted in this Agreement, (a) Participant retains all rights, title, and interest in and to Feedback and Participant Data, and (b) Microsoft retains all rights, title, and interest in and to the Preview Service and Program Materials. Participant receives no rights or licenses to the intellectual property of Microsoft under this Agreement, whether by implication, estoppel or otherwise.

6. Term and Termination.

a. Term; Termination Rights. The Term begins on the Effective Date and will continue until the earlier of (i) one year after the Effective Date; or (ii) Microsoft To-Do becomes generally available to the public (i.e., no longer a preview). Participant’s continued participation in the Preview Program is always voluntary for both Participant and Microsoft. Either Microsoft or Participant may terminate this Agreement upon five days’ prior written notice to the other party. Microsoft may also terminate this Agreement or suspend Participant’s use of the Preview Service upon prior written notice to Participant if Participant breaches this Agreement and either (i) the breach is one that cannot be cured, or (ii) Participant fails to cure the breach within five days after it receives notice of the breach.

b. Effect of Termination. Upon the termination or expiration of this Agreement, Participant will cease using the Preview Service unless the parties have entered into an arrangement for Participant’s continued use of the Preview Service after the Term.

7. Confidentiality.

a. Existing NDA. The information shared under this Agreement (except Feedback) is Confidential Information (defined in the NDA) subject to the NDA. If the parties do not have an existing NDA that is in effect, Section 7(b) - (c) will apply.

b. Use of Confidential Information. Beginning on the day of disclosure and for a period of five years thereafter, neither party will disclose the other party’s Confidential Information to a third party. Each party will (a) use such information only for purposes of this business relationship, and (b) take reasonable steps to protect the other party’s Confidential Information. A party may disclose the other party’s Confidential Information to its Affiliates, employees, and contractors only on a need-to-know basis, subject to the obligations of this section. If a party so discloses the other party’s Confidential Information, that party remains responsible for any unauthorized use or disclosure.

c. Residuals. Each party receiving Residuals may freely use them without payment, and need not limit personnel assignments based on access to Confidential Information. This section is not a copyright or patent license and does not modify duties to safeguard Confidential Information.

8. Representations and Warranties.

a. By the Parties. Each party represents and warrants to the other party that (i) it has all necessary rights, title, and authority to enter into and perform under this Agreement; (ii) its performance under this Agreement will not breach any agreement with a third party; and (iii) it will comply with any and all laws, rules, and regulations that are applicable to its performance under this Agreement.

b. Disclaimer. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT AND TO THE EXTENT APPLICABLE LAW PERMITS, MICROSOFT (I) PROVIDES THE PREVIEW SERVICE AS-IS; (II) PROVIDES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; AND (III) DOES NOT GUARANTEE THAT THE PREVIEW SERVICE WILL BE AVAILABLE, UNINTERRUPTED, OR ERROR-FREE, OR THAT LOSS OF PARTICIPANT DATA WILL NOT OCCUR.

9. Limitation of Liability. Except as otherwise described in this Section 9, the only remedy either party has for claims relating to this Agreement or participation in any specific Preview Program is to terminate this Agreement or Participant’s participation in such program. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY DAMAGES, INCLUDING DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR DAMAGES FOR LOST REVENUE, LOST PROFIT, LOST BUSINESS INFORMATION, OR BUSINESS INTERRUPTION, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. The limitations in this Section 9 do not apply to claims arising from any breach of confidentiality obligations under Section 7.

10. General.

a. Non-Exclusivity. This Agreement is nonexclusive. It does not restrict either party from entering into the same or similar arrangement with any third party.

b. Relationship. Each party is an independent contractor. This Agreement does not create an employer-employee relationship, partnership, joint venture, franchise, or agency relationship.

c. Notices. Notices may be provided either by electronic or physical mail. The Participant identified on the first page of this Agreement will receive notices on behalf of their respective company. A party may change the person(s) to whom notices will be sent by giving notice to the other party.

d. Jurisdiction and Governing Law. The laws of the State of Washington, excluding conflicts of law provisions, govern this Agreement. If federal jurisdiction exists, then each party consents to exclusive jurisdiction and venue in the federal courts in King County, Washington. If no federal jurisdiction exists, then each party consents to exclusive jurisdiction and venue in the Superior Court of King County, Washington.

e. Force Majeure. A party will not be liable for failure to perform an obligation under this Agreement to the extent that failure is due to a cause beyond that party’s reasonable control, including natural disaster, war, civil disturbance, or governmental action.

f. Attorneys’ fees. If a party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees, costs, and other expenses.

g. Waiver. A party’s delay or failure to exercise any right or remedy will not result in a waiver of that or any other right or remedy.

h. Severability. If any court of competent jurisdiction determines that any provision of this Agreement is illegal, invalid, or unenforceable, then remaining provisions will remain in full force and effect.

i. Assignment. Participant may not assign this Agreement or delegate any of its rights or obligations under this Agreement to a third party without Microsoft’s prior written consent.

j. Entire Agreement. This Agreement is the entire agreement between the parties regarding its subject matter and replaces all prior agreements, communications, and representations between the parties regarding its subject matter.

k. Amendment. This Agreement may be changed only by an amendment signed by both parties.

l. Counterparts. The parties may execute this Agreement in counterparts. Each counterpart will be deemed an original, and all counterparts will constitute one agreement binding both parties. Facsimile signatures will be considered binding.

m. Survival. Section 3.b. (Feedback), 6 (Term and Termination), 7 (Confidentiality), 8 (Representations and Warranties), 9 (Limitation of Liability), and 10 (General) will survive this Agreement’s expiration or termination.