Terms and Conditions for Microsoft Office 365

Transcription

1 Terms and Conditions for Microsoft Office General 1.1. This Agreement, upon acceptance by you (the End User ), which acceptance shall be indicated by signature or other recorded End User confirmation, forms a legally binding agreement between the End User and Telefónica Ireland Limited ( O2 ) that governs the provisions of the Online Services This Agreement shall take precedence over any terms and conditions sought to be relied upon by the End User in respect of the Online Service. Notwithstanding any language on any correspondence received from the End User to the contrary, this Agreement shall take precedence over any such correspondence. Such correspondence shall be accepted by O2 for administrative purposes only and shall not modify or amend this Agreement. All terms and conditions on any correspondence originating from the End User shall be null, void and without legal effect It is acknowledged and agreed that the Online Service is an Additional Service as defined in the End User s existing agreement with O2 for voice and/or data services The End User agrees that while the provisions of this Agreement create enforceable legal rights and obligations between the End User and O2, such rights shall be capable of enforcement by Mircosoft and Microsoft Affiliates in their own right in the same manner as if Microsoft or Microsoft s Affiliates were party to this Agreement. 2. Grant of Licence to End User 2.1. General. License grants are subject to the End User s obligation to pay and continue paying the Subscription Charges and the End User s compliance with this Agreement and any additional product use terms associated with this Agreement. A License is non-exclusive, non-perpetual (unless specifically allowed), and is not transferable (unless specifically allowed). The ability to use licensed software may be affected by minimum system requirements or other factors. O2 reserves all rights not expressly granted (and no other rights will arise by implication, estoppel, exhaustion, or otherwise) Licensed software. In consideration of the Subscription Charges O2 grants the End User licenses for the number of copies of each item of licensed software that the End User ordered from O2 and the right to use a prior (older) version in place of licensed software if specified in the product use terms When licences become perpetual. Unless the End User obtains perpetual licenses under an available buy-out option from O2, licensed software obtained under this Agreement lasts only for the term of this Agreement. Any references in the product use terms to running licensed software on a perpetual basis apply only if the End User obtains perpetual licenses under an applicable buy-out option Licence confirmation. All of the following, when taken together, are proof of the End User s license (or if the buy-out option is available and the End User has exercised it, the End User s perpetual license): (a) this Agreement, (b) the order confirmation, if any, (c) for any transfers allowed by this Agreement, the documentation evidencing the license transfers, and (d) proof of payment Licence rights are not related to software media. The rights applicable to licensed software obtained under this Agreement are not related to any order of fulfilment of software media Transferring licenses to Affiliates or third parties Right to transfer. The End User may transfer licenses for licensed software under this Agreement only after the End User exercises an

2 available buy-out option. The End User may transfer fully-paid perpetual licenses only to: (1) an Affiliate; or (2) to an unaffiliated third party in connection with a merger or transfer of ownership of the End User s enterprise. No license transfer will be valid unless the End User provides this Agreement to the party who is receiving the licenses and that party accepts it in writing. Any attempted transfer not made in compliance with this section will be void. A transfer of licenses will not relieve the assigning party of its obligations under this Agreement. The resale of licenses, and any other transfer not expressly permitted by this section, is expressly prohibited Certain transfers not permitted. The End User may not transfer any of the following: (a) (b) (c) (d) (e) licenses on a short-term basis (90 days or less); temporary rights to use licensed software; Microsoft Software Assurance coverage, if any; perpetual licenses for any version of any licensed software acquired through Microsoft Software Assurance separately from the full version license; or a perpetual upgrade license for a desktop operating system separately from the underlying desktop operating system license or from the computer system on which the licensed software is installed and to which the license is assigned Limitations on use. Licensed software is licensed to the End User, not sold. The End User has no right to: (a) (b) (c) (d) reverse engineer, decompile, or disassemble any licensed software, except where applicable law permits it despite this limitation; rent, lease, lend, resell, or host to or for third parties any licensed software, except as may be expressly permitted for a given licensed software in the product use terms; separate and use the components of licensed software on two or more computers, upgrade or downgrade components at different times, or transfer components separately, except as may be expressly permitted in the product use terms; or modify or create derivative works of the licensed software Universal Terms End User Use Rights. If the End User complies with this Agreement the End User may use the software and Online Services only as expressly permitted by this Agreement Third Party Programs. If other terms come with a program licensed by a third party, those terms apply to the End User s use of it Pre-release Code. If other terms come with pre-release code, those terms apply to the End User s use of it Updates and Supplements. O2 may update or supplement the software which the End User licenses. If so, the End User may use that update or supplement with the software. If other terms come with an update or supplement, those terms apply to the End User s use of it.

3 Technical Limitations. The End User must comply with any technical limitations in the products that only allow the End User to use them in certain ways. The End User may not work around them. For more information, see Other Rights. Rights to access the software on any device do not give the End User any right to implement Microsoft patents or other Microsoft IPR in software or devices that access that device Additional Functionality. O2 may provide additional functionality for the products. Other license terms and fees may apply Internet Based Services. Microsoft may provide Internet based services with the products. It may change or cancel the services at any time. The End User may not use these Internet based services in any way that could harm them or impair anyone else s use of them. The End User may not use the services to try to gain unauthorized access to any service, data, account or network by any means Consent for Internet based Services. The Internet Based Services Notices document at identifies software features that connect to Microsoft or service provider computer systems over the Internet. It also identifies the products in which they are found. Some features appear in more than one product. In some cases, the End User will not receive a separate notice when one of these features connects. The End User may switch off these features or not use them. By using these features, the End User consents to the transmission of this information. Microsoft does not use the information to identify or contact the End User Computer Information. These features use Internet protocols, which send to the appropriate systems computer information, such as the End User s Internet protocol address, the type of operating system, browser and name and version of the software the End User is using, and the language code of the device where the End User installed the software. Microsoft uses this information only to make the Internet based services available to the End User Use of Information. Microsoft may use the computer information, accelerator information, search suggestions information, error reports, Malware reports and URL filtering reports to improve its software and services. O2 may also share it with others, such as hardware and software vendors. Both may use the information to improve how their products run with Microsoft software Misuse of Internet based Services. The End User may not use these services in any way that could harm them or impair anyone else s use of them. The End User may not use the services to try to gain unauthorized access to any service, data, account or network by any means Documentation. Any person that has valid access to the End User s computer or internal network may copy and use the documentation corresponding to Licensed software for the End User s internal reference purposes. Documentation does not include electronic books Product Activation. Some products require activation to install or access them. Activation associates the use of the software with a specific device. For information about when activation or a key is required, see the Product Activation section on The End User is responsible for both the use of keys assigned to the End User and activation of

4 products using End User Key Management Service (KMS) machines. The End User should not disclose keys to third parties. a. KMS and Multiple Activation Key (MAK) Activation. During Multiple Activation Key (MAK) activation, the software will send information about the software and the device to Microsoft. During Key Management Service (KMS) host activation, the software will send information about the KMS host software and the host device to Microsoft. KMS client devices activated using KMS do not send information to Microsoft. However, they require periodic reactivation with End User KMS host. The information sent to Microsoft during MAK or KMS host activation includes: the version, language and product key of the software the Internet protocol address of the device information derived from the hardware configuration of the device. For more information, see By using the software, the End User consents to the transmission of this information. Before the End User activates, the End User has the right to use the version of the software installed during the installation process. The End User s right to use the software after the time specified in the installation process is limited unless it is activated. This is to prevent its unlicensed use. The End User is not licensed to continue using the software after that time if the End User does not activate it. If the device is connected to the Internet, the software may automatically connect to Microsoft for activation. The End User can also activate the software manually by Internet or telephone. If the End User does so, Internet and telephone service charges may apply. Some changes to the End User computer components or the software may require the End User to reactivate the software. The software will remind the End User to activate it until the End User does so. b. Proper Use of KMS. The End User may not provide unsecured access to End User KMS machines over an uncontrolled network such as the Internet. c. Unauthorized Use of MAK or KMS Keys. Microsoft may take any of these actions related to unauthorized use of MAK or KMS keys: prevent further activations deactivate otherwise block the key from activation or validation Key deactivation may require the End User to acquire a new key from Microsoft Font Components. While the software is running, the End User may use its fonts to display and print content. The End User may only: embed fonts in content as permitted by the embedding restrictions in the fonts; and temporarily download them to a printer or other output device to print content Using More than One Product or Functionality Together. The End User needs a license for each product and separately licensed functionality used on a device or by a user. For example, if the End User uses Office on Windows, the End User needs licenses for both Office and Windows.

5 Multiplexing. Hardware or software the End User uses to: pool connections, reroute information, reduce the number of devices or users that directly access or use the product, or reduce the number of operating system environments, devices or users the product directly manages (sometimes referred to as multiplexing or pooling ), does not reduce the number of licenses of any type that the End User needs Online Services General License Terms User Subscription Licenses (User SLs) and Device Subscription Licenses (Device SLs). If an Online Service is listed in the table below, the End User must acquire and assign User SLs or Device SLs to the End User users and devices as described in the table. If both User and Device SLs are listed for the Online Service, the End User may acquire and assign either type to use the Online Service. A hardware partition or blade is considered to be a separate device. Online Services That Require User or Device SLs Online Service User/Device SL Required For Each of End User Exchange Online Basic Exchange Online Deskless Worker Exchange Online Kiosk Exchange Online Plan 1 Exchange Online Plan 2 Exchange Online Basic User SL Exchange Online Deskless Worker User SL; or Business Productivity Online Deskless Worker Suite User SL Exchange Online Kiosk User Office 365 Plan K1 User Office 365 Plan K2 User SL Exchange Online Plan 1 User Exchange Online Plan 2 User Office 365 Plan E1 User Office 365 Plan E2 User Office 365 Plan E3 User Office 365 Plan E4 User SL Exchange Online Plan 2 User Office 365 Plan E3 User Office 365 Plan E4 User SL. Users who access the Online Service or related software Users who access the Online Service or related software Users who access the Online Service or related software Users who access the Online Service or related software Archiving may be used for messaging storage only. Users who access the Online Service or related software. Archiving may be used for messaging storage only. Exchange Online Standard Exchange Online Standard User Exchange Online Standard User SL for Software Assurance; or Business Productivity Online Users who access the Online Service or related software

6 Online Services That Require User or Device SLs Online Service User/Device SL Required For Each of End User Live Meeting Standard Live Meeting Professional Standard Suite User Business Productivity Online Standard Suite User SL for Software Assurance Live Meeting Standard User Live Meeting Professional User Business Productivity Online Standard Suite User Business Productivity Online Standard Suite User SL for Software Assurance Live Meeting Professional User Live Meeting Standard User Business Productivity Online Standard Suite User Business Productivity Online Standard Suite User SL for Software Assurance Authenticated users who access the Online Service or related software. However, i) users licensed for Lync Online Plan 1 or Plan 2 and ii) Users licensed for Lync Server Enterprise CAL do not need USLs for purposes other than scheduling or conducting a web conference or receiving Easy Assist. Authenticated users who access the Online Service or related software. However, i) Users licensed for Lync Online Plan 1 or Plan 2 and ii) Users assigned Lync Server Enterprise CALs do not need USLs for purposes other than scheduling or conducting a web conference or receiving Easy Assist. Lync Online Plan 1 Lync Online Plan 1 User Lync Online Plan 2 User Office 365 Plan E1 User Office 365 Plan E2 User Office 365 Plan E3 User Office 365 Plan E4 User Live Meeting Professional User Live Meeting Standard User SL Users who access the Online Service or related software

7 Online Services That Require User or Device SLs Online Service User/Device SL Required For Each of End User Lync Online Plan 2 Lync Online Plan 2 User Office 365 Plan E1 User Office 365 Plan E2 User Office 365 Plan E3 User Office 365 Plan E4 User Live Meeting Professional User Live Meeting Standard User SL Authenticated users who access the Online Service or related software. However, (i) Users licensed for Lync Online Plan 1 ii) Users licensed for Lync Server Enterprise CAL (iii) Users licensed for Live Meeting Standard or Professional do not need USLs to access the Online Service for purposes other than scheduling or conducting a web conference. Office 365 Plan P1 Office Communications Online Standard Office Web Applications SharePoint Online Kiosk SharePoint Online Plan 1 Office 365 Plan P1 User SL Office Communications Online Standard USL; or Office Communications Online Standard USL for Software Assurance; or Business Productivity Online Standard Suite User SL; or Business Productivity Online Standard Suite User SL for Software Assurance Office Web Applications User Office 365 Plan K2 User Office 365 Plan E2 User Office 365 Plan E3 User Office 365 Plan E4 User SL. Office 365 Plan K1 User SL or Office 365 Plan K2 User SL SharePoint Online Plan 1 User SharePoint Online Plan 2 User Office 365 Plan E1 User Office 365 Plan E2 User Office 365 Plan E3 User Users who access the Online Service or related software Users who access the Online Service or related software Users who access the Online Service or related software. Authenticated users who access the Online Service or related software for read only access to view site content and edit privileges for InfoPath forms, and Office 365 Plan K2 Users who access the Online Service to create and edit Office documents. No other access and use of the service is permitted Authenticated users who access the Online Service or related software. However, the End User may not access Infopath, Excel, Access, Visio services.

8 Online Services That Require User or Device SLs Online Service User/Device SL Required For Each of End User SharePoint Online Plan 2 Office 365 Plan E4 User SL SharePoint Online Plan 2 User Office 365 Plan E3 User Office 365 Plan E4 User SL. Authenticated users who access the Online Service or related software. SharePoint Online Standard SharePoint Online Standard User SharePoint Online Standard User SL for Software Assurance; or Business Productivity Online Standard Suite User Business Productivity Online Standard Suite User SL for Software Assurance Users who access the Online Service or related software 1 External users means users that are not either (i) the End User or the End User s affiliates employees, or (ii) the End User or the End User s affiliates onsite contractors or agents. Reassignment of User and Device SLs. The End User may: o permanently reassign a User SL from one user to another or End User Device SL from one device to another; or o temporarily reassign a User SL to a temporary worker while the first user is absent or End User Device SL to a loaner device while the first device is out of service Add-on Subscription Licenses (Add-on SLs). Add-on SLs are available as optional licenses or required licenses depending on the Online Service. For Online Services listed in the table below: The End User may acquire optional Add-on SLs and use that Online Service as described in the table, and, The End User must acquire required Add-on SLs to use that Online Service as described in the table. Online Services That Offer Add-on SLs Online Service Add-on SL When Required SharePoint Online Plan 1 and 2 SharePoint Online Standard SharePoint Online Partner Access Add-on SL SharePoint Online Extra Storage Add-on SL For up to 50 authenticated external users 1 accessing the Online Service or related software per Add-on SL per month in excess of those provided in the base subscription. The End User does not need SharePoint Online Plan 1 and 2 USL s for these users. For each one gigabyte of storage in excess of storage provided with User SLs 1 External users means users that are not either (i) theend User or the End User s affiliates employees, or (ii) the End User or the End User s affiliates onsite contractors or agents.

9 2.5. Desktop Applications User Subscription Licenses (User SLs). If a desktop applications Online Service is listed in the table below, the End User may acquire and assign User SLs to End User users as described in the table. Online Services That Require User SLs Online Service User SL Permits the Following: Office Professional Plus Subscription Office Professional Plus User Office 365 Plan E3 User SL, or Office 365 Plan E4 User SL Each user to whom the End User assigns a User SL may install and use one copy of the software per device on up to 5 devices at a time. Reassignment of User SLs. The End User may: o permanently reassign a User SL from one user to another; or o temporarily reassign a User SL to a temporary worker while the first user is absent. Online Service and Software Upgrade. If O2 provides a major upgrade to software licensed under End User User SLs for the Online Service, the End User must install the upgrade on all devices using the Online Service to prevent an interruption of the Online Service. Required Connection. Each user to whom the End User assigns a User SL must connect each device upon which they have installed the software to the Internet at least once every 45 days. If a user does not comply with this requirement, the functionality of the software may be affected. Remote Use. The End User may allow other users to remotely access the software to provide the End User with support services. No other remote access use is permitted. Subscription Validation. Microsoft may automatically check the version of any version of software installed by the End User users on any device. Devices on which the software is installed may periodically provide information to verify that the software is properly licensed and that the Term has not expired. This information includes the software version, the user s Windows Live ID, product ID information, a machine ID, and the internet protocol address of the device. If the software is not properly licensed, its functionality will be affected. The End User may only obtain updates or upgrades for the software from Microsoft or authorized sources. For more information on obtaining updates from authorized sources, see By using the software, the End User consents to the transmission of the information described in this section. Media Elements and Templates. Media images, clip art, animations, sounds, music, video clips, templates and other forms of content are media elements. The End User may have access to media elements provided with the software or as part of a related service. The End User may copy and use those media elements in projects and documents. The End User may not: sell, license or distribute copies of the media elements by themselves or as a product if the primary value of the product is the media elements; grant the End User s customers rights to further license or distribute the media elements; license or distribute for commercial purposes media elements that include the representation of identifiable individuals, governments, logos, trademarks, or emblems or use these types of images in ways that could imply an endorsement or association with the End User s product, entity or activity; or create obscene or scandalous works using the media elements. For more information, go to

10 Font Components. The End User may use the fonts installed by the software or as part of a related service to display and print content. The End User may only embed fonts in content as permitted by the embedding restrictions in the fonts and may temporarily download them to a printer or other output device to print content Additional Terms License Terms Updates. O2 may update these license terms from time to time. Changes to these license terms that O2 either introduce with updates or supplements or are required by law to make, or that do not materially affect the End User s use of the Online Service will apply immediately. For any other changes, the End User s use of the Online Service under any existing license type will be governed by these license terms without those updates during the greater of either: months from the time the End User first uses it or the length of the End User s committed term. O2 will endeavour to notify the End User of updates at least 30 days before they are generally effective. The End User agrees to the new terms by using the Online Service after O2 publishes them in these Online Services use rights or sends the End User an notice about the updates Online Service Updates. O2 may modify the functionality or features or release a new version of the Online Service and software from time to time. After an update, some previously available functionality or features may change or no longer be available. If O2 updates the Online Service or software and the End User does not use the updated Online Service or software, some features may not be available to the End User and the End User s use of the Online Service and software may be interrupted Online Service Suspension. O2 may suspend the Online Service in accordance with the provisions of Clause 11. Any suspension of services shall apply to the minimum necessary portion of the Online Services and only be in effect for as long as reasonably necessary to address the issues giving rise to the suspension Online Service Expiration or Termination. Upon expiration or termination of the End User Online Service subscription, the End User must contact O2 and tell O2 whether to: (a) (b) disable the End User account and then irretrievably delete and purge the End User Data; or retain the End User Data in a limited function account for at least 90 days after expiration or termination of the End User subscription (the retention period ) so that the End User may extract the data. o o If the End User indicates option (a), the End User will not be able to extract the End User Data from the End User account. If the End User indicates option (b), the End User will reimburse O2 for any applicable costs. If the End User does not indicate (a) or (b), O2 will retain the End User Data in accordance with (b). Following the expiration of the retention period, O2 will disable the End User account and then irretrievably delete and purge the End User Data. Cached or back-up copies will be irretrievably purged and deleted within 30 days of the end of the retention period.

11 2.8. No Liability for Deletion of Customer Data. The End User agrees that, other than as described in these terms, O2 has no obligation to continue to hold, export or return the End User Data. The End User agrees that O2 has no liability whatsoever for deletion of the End User Data pursuant to these terms Availability of Online Service. Availability of the Online Service, some of its functionality, and language versions vary by country. The End User may only use the Online Service, or certain functionality of the Online Service, as is made available in the primary location of the End User. Information on availability is located at or at an alternate site Microsoft identifies Responsibility for End User Accounts. The End User is responsible for the End User s passwords, if any, and all activity with the End User s Online Service accounts including that of users the End User provisions and dealings with third parties that take place through the End User s account or associated accounts. The End User must keep End User accounts and passwords confidential. The End User must tell O2 immediately about any possible misuse of End User accounts or any security incident related to the Online Service Use of Software with the Online Service. The End User may need to install certain Microsoft software in order to sign into and use the Online Service. If so, the following terms apply: Microsoft Software License Terms. The End User may install and use the software on End User devices only for use with the Online Service. The End User s right to use the software ends when the End User s right to use the Online Service terminates or expires, or when O2 updates the Online Service and it no longer supports the software, whichever comes first. The End User must uninstall the software when the End User s right to use it ends. O2 may also disable it at that time Automatic Updates for Microsoft Software. From time to time, O2 may check the version of the End User software and recommend or download updates to End User devices. The End User may not receive notice when O2 downloads the update Use of Other Web Sites and Services. The End User may need to use certain Microsoft web sites or services to access and use the Online Services. If so, the terms of use associated with those web sites or services, as applicable, apply to the End User s use of them Third Party Content and Services. O2 is not responsible for any third party content the End User accesses directly or indirectly via the Online Service. The End User is responsible for the End User s dealings with any third party (including advertisers) related to the Online Service (including the delivery of and payment for goods and services) End User Customer Data. The End User may be able to submit customer data for use in connection with the Online Service. Customer data are all data, including all text, sound, or image files that are provided to O2 by, or on behalf of, the End User through the End User s use of the Online Service. When the End User submits customer data for use with any Online Service that enables communication or collaboration with third parties, the End User acknowledges that those third parties may then be able to: Use, copy, distribute, display, publish, and modify the End User s customer data; Publish the End User s name in connection with the customer data; and Facilitate others ability to do the same.

12 Some Online Services may offer functionality that restricts third parties ability to do so. It is the End User s responsibility to make use of that functionality as appropriate for the End User s intended use of the End User s customer data Ownership of customer data. As between the parties, the End User retains all right, title and interest in and to customer data. O2 acquires no rights in customer data, other than the rights the End User grants to O2 for the applicable Online Service. This does not apply to software or services O2 licenses to the End User Privacy. Personal data collected through the Online Service may be transferred, stored and processed in the United States or any other country in which Microsoft or its service providers maintain facilities. This includes any personal data the End User collects using the service. By using this Online Service, the End User consents to transfer of personal data outside of the End User country. The End User also agrees to obtain sufficient authorization from persons providing personal data to the End User, to: transfer that data to Microsoft and its agents, and permit its transfer, storage and processing. The provisions of the O2 Privacy Policy shall apply to this Agreement and are deemed incorporated into this Agreement by reference. Details of the O2 Privacy Policy may be viewed at Online Service Exchange Online Office Communications Online SharePoint Online (Online Services corresponding to BPOS) Exchange Online Lync Online SharePoint Online Office 365 Plan P1 (Online Services corresponding to Office 365) Live Meeting Privacy Statement O2 Use of Customer Data Both parties undertake to act in full compliance with the provisions of the Data Protection Acts, 1988 and 2003 (as amended, extended or replaced from time to time) O2 may require the End User to provide it with the name of one or more individuals within the End User s organisation for contact purposes. O2 agrees that such information shall only be used for contact purposes and insofar as may be necessary for the provision of services under this commercial arrangement. To the extent that such information constitutes personal data within the meaning of the Data Protection Acts, 1988 and 2003 (as amended, extended or replaced from time to time), the individual to whom the information relates has the right to access such personal data (on payment of the appropriate fee) and to have any incorrect or misleading personal data amended or erased For the avoidance of doubt End User Data held within the Online Service shall not be accessed or used by O2, Microsoft or any other third party and shall be accessed by the End User only.

13 The End User agrees that O2 may share personal information relating to the End User with all third parties as are strictly necessary for the provision of the Online Services and the Online Service The End User consents to Microsoft receiving and using the information relating to the End User that Microsoft receives in order to enable it to provide the Services and uphold its obligations to O2 under the Reseller Agreement. End User data will be used only to provide the End User the Online Service. This may include troubleshooting aimed at preventing, detecting and repairing problems affecting the operation of the Online Service and the improvement of features that involve the detection of, and protection against, emerging and evolving threats to the user (such as malware or spam) O2 will not disclose End User data to law enforcement unless required by law. Should law enforcement contact O2 with a demand for End User data, O2 will attempt to redirect the law enforcement agency to request it directly from the End User. As part of that, O2 may provide the End User s basic contact information to the agency. If compelled to disclose customer data to law enforcement, O2 will use commercially reasonable efforts to notify the End User in advance of a disclosure unless legally prohibited Security of End User Data. O2 will implement reasonable and appropriate technical and organizational measures, as described in the security overview applicable to the Online Service to help secure the End User Data processed or accessed by the Online Service against accidental or unlawful loss, access, or disclosure. The End User agrees that these measures are: O2 s only responsibility with respect to the security and handling of End User data; and in place of any confidentiality obligation contained in the End User volume license agreement or any other non-disclosure or confidentiality agreement. See the table below for information on where to find the security overview for the Online Service. Online Service Exchange Online SharePoint Online Office Communications Online Office Live Meeting (Online Services corresponding to BPOS) Exchange Online SharePoint Online Lync Online Live Meeting Office 365 (Online Services corresponding to Office 365) Security Overview Scope of Use. The End User may not: use the Online Service in a way that is prohibited by any law, regulation or governmental order or decree in any relevant jurisdiction, or that violates others legal rights;

14 use the Online Service in a way that could harm it or impair anyone else s use of it; use the Online Service to try to gain unauthorized access to any service, data, account or network by any means; falsify any protocol or header information (e.g., spoofing ); use the Online Service to send spam (i.e., unsolicited bulk or commercial messages) or otherwise make available any offering designed to violate these terms (e.g., denial of service attacks, etc.); or remove, modify, or tamper with any regulatory or legal notice or link that is incorporated into the Online Service Regulatory. O2 may modify or terminate the Online Service in any country where there is any current or future government requirement or obligation that subjects O2 to any regulation or requirement not generally applicable to businesses operating there, presents a hardship for O2 to continue operating the Online Service without modification, and/or causes O2 to believe these terms or the Online Service may be in conflict with any such requirement or obligation. For example, O2 may modify or terminate the Online Service in connection with a government requirement that causes Microsoft to be regulated as a telecommunications provider Electronic Notices. O2 may provide the End User with information about the Online Service in electronic form. It may be via to the address the End User provides when the End User signs up for the Online Service, or through a web site that O2 identifies. Notice via is given as of the transmission date. As long as the End User uses the Online Service, the End User has the software and hardware needed to receive these notices. The End User may not use the Online Service if the End User does not agree to receive these electronic notices. Exceptions and Additional Terms for Particular Products. For Exchange Online*, Office Communications Online, Live Meeting*, and SharePoint Online*: USLs for Software Assurance. assigned to users either: USLs for Software Assurance may be acquired and who have also been assigned a qualifying CAL with active Software Assurance coverage or who use a device to which a qualifying Device CAL with active Software Assurance coverage has been assigned. The End User may not assign USLs for Software Assurance to more than one user at a time for any given qualifying device CAL. The End User must maintain active Software Assurance coverage on the End User s qualifying CALs during the term of the End User USL for Software Assurance. The End User s right to access the Online Service or related software under a USL for Software Assurance expires on the earlier of: the lapse of Software Assurance coverage on the End User s qualifying CAL or expiration of the End User s USL for Software Assurance. A USL for Software Assurance corresponding to a user CAL only may be (and must be) reassigned to another user, when and as the qualifying user CAL is reassigned. A USL for Software Assurance corresponding to a device CAL may be reassigned to another user only when that new user uses a device that is assigned a qualifying device CAL with active Software Assurance coverage.

15 USLs available for Software Assurance customers and their qualifying CALs are listed in the table below: USL for Software Assurance Business Productivity Online Standard Suite USL (for Core CAL Suite) Business Productivity Online Standard Suite USL (for Enterprise CAL Suite) Exchange Online Standard USL Office Communications Online Standard USL Live Meeting Standard or Professional USL SharePoint Online Standard USL Qualifying CAL Core CAL Suite Enterprise CAL Suite Exchange Server 2007 Standard CAL, or Core CAL Suite, or Enterprise CAL Suite Lync Server 2010 Standard CAL, or Enterprise CAL Suite Lync Server 2010 Enterprise CAL, or Enterprise CAL Suite Office SharePoint Server 2007 Standard CAL, or Core CAL Suite, or Enterprise CAL Suite Use for Evaluation Purposes. The End User may use the Online Service for a 30 day evaluation period. The End User agrees that O2 has no obligation to hold, export or return the End User Data if the End User does not acquire licenses to use the Online Service upon the expiration of the evaluation period. The End User agrees that O2 has no liability whatsoever for deletion of the End User Data pursuant to the foregoing terms. For Lync Server Public Instant Messaging Connectivity: Internal Use Only. Only the End User s employees and onsite contractors may access the Online Service. Microsoft Lync Server 2010 ( LS ), Microsoft Office Live Communications Server 2005 ( LCS ) or Microsoft Office Communications Server 2007 ( OCS ) Required. Users of the Online Service must be licensed to use LS, LCS or OCS, as appropriate. No Interconnection. The End User may not use the Online Service to facilitate communication: with any instant messaging service provider other than Yahoo!, AOL and Microsoft; or between any external instant messaging networks. PDA or Mobile Phone Access Limitation on America Online Instant Messenger network. The End User may not use the Online Service to pass Instant Messaging and Presence information from (or to) a PDA or mobile phone using licensed radio frequency spectrum (e.g., EVDO, GPRS, EDGE). Use for Evaluation Purposes. For Office Live Communications Server Public Instant Messaging Connectivity the End User may use the Online Service for a 60-day evaluation period. For Lync Online and Live Meeting: Recording Notice. The laws of some jurisdictions require notice to or the consent of individuals prior to intercepting, monitoring and/or recording their communications and/or restrict collection, storage, and use of personally identifiable information. The End User agrees to comply with all applicable laws and to obtain all necessary consents and make all necessary disclosures before using the Online Service and/or the recording feature(s).

16 For Lync Online Lync 2010 includes Silverlight. The following notice applies to Silverlight software. Notice About the H.264/AVC Visual Standard, and the VC-1 Video Standard. This software may include H.264/MPEG-4 AVC and/or VC-1 decoding technology. MPEG LA, L.L.C. requires this notice:` THIS PRODUCT IS LICENSED UNDER THE AVC AND THE VC-1 PATENT PORTFOLIO LICENSES FOR THE PERSONAL AND NON-COMMERCIAL USE OF A CONSUMER TO (i) ENCODE VIDEO IN COMPLIANCE WITH THE ABOVE STANDARDS ( VIDEO STANDARDS ) AND/OR (ii) DECODE AVC, AND VC-1 VIDEO THAT WAS ENCODED BY A CONSUMER ENGAGED IN A PERSONAL AND NON-COMMERCIAL ACTIVITY AND/OR WAS OBTAINED FROM A VIDEO PROVIDER LICENSED TO PROVIDE SUCH VIDEO. NONE OF THE LICENSES EXTEND TO ANY OTHER PRODUCT REGARDLESS OF WHETHER SUCH PRODUCT IS INCLUDED WITH THIS SOFTWARE IN A SINGLE ARTICLE. NO LICENSE IS GRANTED OR SHALL BE IMPLIED FOR ANY OTHER USE. ADDITIONAL INFORMATION MAY BE OBTAINED FROM MPEG LA, L.L.C. SEE For clarification purposes, this notice does not limit or inhibit the use of the software for normal business uses that are personal to that business which do not include (i) redistribution of the software to third parties, or (ii) creation of content with the VIDEO STANDARDS compliant technologies for distribution to third parties. 3. Other General Terms for the Online Service 3.1. Subject to Clause 3.2, O2 shall in consideration of the payment of the Subscription Charges provide the Online Services to the End User subject to the terms and conditions of this Agreement In order to access and use the Online Services the End User will need to provision the End User Hardware from which the Online Services will be accessed and used. The End User may carry out provisioning itself and on its own account or may, subject to execution of a Statement of Work, engage O2 to provide the Installation Services. Similarly the End User may engage O2 to provide the De-Installation Services on the termination or expiration of this Agreement Where the End User engages O2 to provide Installation or De-Installation Services, those services shall be provided in consideration of the payment by the End User of the Professional Charges (which shall apply in addition to the Subscription Charges) and subject to the Statement of Work agreed in writing between the End User and O Where the End User carries out the provisioning of End User Equipment itself neither O2 nor Microsoft shall be liable for any loss, damage, liability, cost or expense incurred by the End User whether directly or indirectly in carrying out such provisioning 3.5. It is hereby expressly agreed and acknowledged by O2 and the End User that: O2 AND MICROSOFT MAKE NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE DESIGN, COMPLIANCE WITH SPECIFICATIONS, QUALITY, OPERATION, THE MERCHANTABILITY OR FITNESS OF THE ONLINE SERVICES FOR A PARTICULAR PURPOSE, OR ISSUES REGARDING IPR INFRINGEMENT, TITLE AND THE LIKE; the End User hereby waives to the maximum extent permitted by law any rights and remedies conferred upon the End User under any relevant legislation, including but not limited to the Sale of Goods and Supply of Services Act, 1980 as amended, and those rights now or hereafter conferred by statute or otherwise;

17 O2 shall not be deemed to have made, be bound by or liable for, any representation, warranty or promise made by Microsoft in respect of the Online Services; O2 shall not be liable for any failure of the Online Services or any delay in the availability thereof; and the Customer has selected the Online Services without O2 s assistance The End User shall be fully and solely responsible for satisfying itself that the Online Service is fit for the End Users purposes and neither O2 nor Microsoft provide any representations or warranties in this regard The End User acknowledges that O2 may at any time do any of the following: Modify all or part of an existing Online Service, including adding new features or functionality to, or removing existing features or functionality; In the event of Microsoft issuing a new release of all or part of the Online Services, migrate End Users to such new release at any time subject to the terms and conditions of this Agreement; Release a new version of the Online Services or part of it The Online Service is provided on a Subscription per user basis. Each Subscription shall last for the End Users billing period and shall, subject to the termination rights set out in Clause 9 be automatically renewed upon expiry, in accordance with Clause 8 (Auto- Renewal). 4. Charges 4.1. The Subscription Charges payable by the End User to O2 for the services described herein are as set out in End Users Price Plan and Price Plan Rules The End User acknowledges that the Subscription Charges may be amended by O2 by giving the End User not less than thirty (30) days notice Professional Charges payable by the End User (if any) shall be as agreed in writing by the End User. 5. Billing Arrangements 5.1. O2 shall submit an invoice to the End User monthly in arrears in respect of the Subscription Charges due for the relevant period. O2 reserve the right to alter payment terms to payment in advance at any time and to determine in its sole discretion the format an invoice shall be submitted in, including but not limited to electronic format O2 shall invoice the End User for any Installation Services or De-Installation Services in the agreed amount in the next invoice issued to the End User by O2 following the material completion of the works specified in the relevant Statement of Work The End User hereby agrees to pay the Subscription Charges and Professional Charges (if any) in full without any deduction or set off to O2 within 14 days of the date of invoice Without prejudice to any other rights of O2, in the event of the End User failing to pay any sums due pursuant to this Agreement on time or at all notwithstanding notification by O2 of the overdue debt to the End User, O2 shall be entitled to: charge interest (both before and after any judgement) on amounts overdue from the End User from the due date until the payment is actually made at the rate of

18 2% per annum over the base rate of Allied Irish Bank plc for the time being during the relevant period; suspend the provision of the Online Services, and/or disconnect the Online Services until such time as all payments due including all interest accrued have been paid and satisfied in full; terminate this Agreement forthwith The Online Service is provided by O2 to the End User as part of an Online Service bundle. Where the End Users O2 account that its Online Service is charged to is terminated or suspended for any reason (either by O2 or the End User), the Online Service shall be suspended forthwith and the provisions of Clause 2.7 shall apply. Subject to the provisions of clause 2.7 and the discharge by the End User of all sums due to O2 in respect of the terminated or suspended account the End User may by notice in writing request that the Online Services be charged to another account which is held in its name with O2 and thereafter have its Online Services resumed. O2 reserve sole and exclusive discretion whether to accept such a request. 6. End User s Obligations 6.1. The End User undertakes and agrees with O2 that throughout the Subscription Period it will: pay the Charges levied by O2 in accordance with this Agreement; comply with all Laws in relation to the use of the services; and use the licensed software and services in accordance with the terms of this Agreement and any User Guide or other instructions of O2 or Microsoft and not copy, reverse engineer or modify any software made available as part of any of the services in any way The End User warrants and represents that it has the necessary rights to all data, software programs and services that it uses in connection with its access to or use of the Online Services and the Online Service, and that such activities do not infringe the intellectual property or other proprietary rights of any third party. The End User agrees to indemnify and hold O2 and Microsoft harmless from and against any and all claims, costs, expenses, damages, liabilities and legal fees that O2 and Microsoft may suffer or incur as a result of any dispute that may arise, in any way whatsoever, in connection with any breach of this Clause The End User warrants and represents that it shall access and use the services: 7. O2 s Obligations without violating the rights of any third party or purporting to subject Microsoft or O2 to any obligations with any third party, and solely in a manner that complies with all applicable laws and regulations O2 will provide the Online Services in accordance with the terms and conditions of this Agreement and the relevant Statement of Work, if any O2 will provide the necessary log in details as are required to enable the End User to access and use the Online Services O2, and not Microsoft or Microsoft s Affiliates or suppliers, will provide customer support services to the End User in relation to all technical support queries up to a level at which the issue no longer rests with O2, but concerns Microsoft directly, for the duration of the Subscription Period. Support information is available at

19 8. Auto-Renewal The End User acknowledges that its subscription to the Online Services, subject to the rights of termination and suspension in this Agreement, will auto-renew at the end of each billing period. Such auto-renewal will take effect unless this Agreement is terminated in accordance with its terms and shall include all services to which the End User has subscribed in the relevant billing period immediately prior to the auto renewal. 9. Termination and Suspension 9.1. The End User may terminate this Agreement by giving written notice to O2, by contacting O2 customer care or by availing of any termination option offered in an on-line format. Such termination will take effect at the expiration of the billing period during which notice of termination is received On termination or suspension for any reason the provisions of Clause 2.7 shall apply The End User shall not be entitled to any refund of Subscription Charges for the unexpired remainder of the Subscription Period in any circumstances O2 may terminate this Agreement as follows: with immediate effect in the event the End User fails to pay the Subscription Charges and/or Professional Charges (if any) by the due date; with immediate effect in the event the termination of the Reseller Agreement; with immediate effect where there are reasonable grounds to believe that the End User is using the services described in this Agreement in a manner which is in breach of this Agreement or is illegal or that the End User is misusing those services in any way; without any reason by providing not less than 30 days prior written notice to the End User; in accordance with any other termination provisions set out in this Agreement O2 may suspend or restrict the provision of services under this Agreement in the event of: the End User failing to pay the Subscription Charges and/or the Professional Chares (if any) by the due date and the provisions of Clause 10 shall apply; an emergency or if there are reasonable grounds to believe there is a threat or risk to the security or integrity of the Online Services or the Online Service; breach of this Agreement by the End User; in accordance with any other suspension provisions of this Agreement During a period of suspension the End User will have limited or no access to the Online Services except for purposes of retrieving End User Data in accordance with the provisions of Clause 10. The End User acknowledges that neither Microsoft nor O2 will be liable in any manner whatsoever to the End User where Microsoft or O2 has suspended or terminated the End User s access to and use of the Online Services in accordance with the terms of this Agreement.

20 9.7. The End User shall not be relieved of the obligation to pay the Subscription Charges due notwithstanding the suspension or termination of the provision of the services described in this Agreement up to the date of termination Microsoft may terminate or suspend the Online Services if it believes in good faith that the End User is misusing the Service, Microsoft may, at Microsoft s sole discretion, terminate or suspend the End Users Subscription and the provisions of Clause 10 shall apply. The End User acknowledges that Microsoft will have no liability to the End User in connection with terminating or suspending the Online Services O2 shall endeavour to provide advance notice to the End User of any suspension or termination of the services described in this Agreement but shall not be required to do so. 10. Retrieval of End User Data On the termination, suspension or expiration of this Agreement for any reason the provisions of clause 2.7 shall apply. Subject to Clause 10.2, the End User shall be fully and solely responsible for contacting O2 in the manner described in Clause 2.7. Neither O2 nor Microsoft shall be liable to the End User for any cost, claim, loss, liability, expense or damage incurred directly or indirectly or any way whatsoever in the event the End User data is deleted owing to the failure of the End User to comply with Clause In the event the End User engages O2 to provide De-Installation Services O2 will, subject to it being engaged to retrieve the End User Data from the Online Service, there being sufficient time to do so and the agreement and execution of a Statement of Work, retrieve the End User Data from the Online Service as part of the provision of the De- Installation, subject always to the terms and conditions of this Agreement and the relevant Statement of Work. 11. Service Levels Service levels for the Online Services are provided by Microsoft and are available at O2 and Microsoft reserve the right to change service levels at any time by posting changes to that website provided always that such changes shall not apply to: existing End User orders for the duration of their applicable Subscription; and to End User orders received by Microsoft within 60 days of the service level change being effective. In the event Microsoft agree to apply a credit (if any) in respect of its failure to meet a certain service level O2 shall credit the End User in the same amount of credit on its next invoice following the date on which O2 receives the credit. 12. Intellectual Property The End User acknowledges that nothing in this Agreement, or elsewhere in this commercial arrangement, will be deemed to or require O2 to transfer, assign or license any IPR to the End User The End User will not be entitled to use in the course of trade or otherwise in relation to any goods or services of the End User any registered or unregistered trademark, logotype or abbreviation of the name of O2 or any part of O2 so that any person might reasonably import a connection between those goods or services and O2 or any part of O The provision of the Online Services to the End User does not grant the End User any right, title, interest or license in or to any of Microsoft s IPR. 13. Liability