Effective Date: March 20, 2019

Sections

• Microsoft Cloud Agreement
• Terms and Conditions regarding use of Microsoft Software
• Microsoft Product Specific Terms

Microsoft Cloud Agreement

By accepting our terms while ordering Microsoft Cloud services such as Office 365, you also accept the terms of the Microsoft Cloud Agreement, the full text of which can be found on the Microsoft website here. You also agree that we may notify Microsoft of your acceptance of these terms on your behalf.

Terms and Conditions regarding use of Microsoft Software

1. Definitions

“Client Software” means software that allows a Device to access or utilize the services or functionality provided by the Server Software.
“Device” means each of a computer, workstation, terminal, handheld PC, pager, telephone, personal digital assistant, “smart phone,” server or other electronic device.
“Server Software” means software that provides services or functionality on a computer acting as a server.
“Software Documentation” means any end user document included with server software.
“Redistribution Software” means the software described in Paragraph 4 (“Use of Redistribution Software”) below.

2. Ownership of Products

The Products are licensed to File Sanctuary from an affiliate of the Microsoft Corporation (collectively “Microsoft”). All title and intellectual property rights in and to the Products (and the constituent elements thereof, including but not limited to any images, photographs, animations, video, audio, music, text and “applets” incorporated into the Products) are owned by Microsoft or its suppliers. The Products are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Your possession, access, or use of the Products does not transfer any ownership of the Products or any intellectual property rights to you.

3. Use of Client Software

You may use the Client Software installed on your Devices by File Sanctuary only in accordance with the instructions, and only in connection with the services, provided to you by File Sanctuary. The terms of this document permanently and irrevocably supersede the terms of any Microsoft End User License Agreement that may be presented in electronic form during your use of the Client Software.

4. Use of Redistribution Software

In connection with the services provided to you by File Sanctuary, you may have access to certain “sample,” “redistributable” and/or software development (“SDK”) software code and tools (individually and collectively “Redistribution Software”). YOU MAY NOT USE, MODIFY, COPY, AND/OR DISTRIBUTE ANY REDISTRIBUTION SOFTWARE UNLESS YOU EXPRESSLY AGREE TO AND COMPLY WITH CERTAIN ADDITIONAL TERMS CONTAINED IN THE SERVICES PROVIDER USE RIGHTS (“SPUR”) APPLICABLE TO FILE SANCTUARY, WHICH TERMS MUST BE PROVIDED TO YOU BY FILE SANCTUARY. Microsoft does not permit you to use any Redistribution Software unless you expressly agree to and comply with such additional terms, as provided to you by File Sanctuary.

Please contact File Sanctuary to discuss Redistribution Software as well as to review the additional terms.

5. Copies

You may not make any copies of the Products; provided, however, that you may (a) make one copy of Client Software on your Device as expressly authorized by File Sanctuary; and (b) you may make copies of certain Redistribution Software in accordance with Paragraph 4 (Use of Redistribution Software). You must erase or destroy all such Client Software and/or Redistribution Software upon termination or cancellation of your agreement with File Sanctuary, upon notice from File Sanctuary or upon transfer of your Device to another person or entity, whichever occurs first. You may not copy any printed materials accompanying the Products.

6. Limitations on Reverse Engineering, Decompilation and Disassembly

You may not reverse engineer, decompile, or disassemble the Products, except and only to the extent that applicable law, notwithstanding this limitation, expressly permits such activity.

7. No Rental

You may not rent, lease, lend, pledge, or directly or indirectly transfer or distribute the Products to any third party, and may not permit any third party to have access to and/or use the functionality of the Products except for the sole purpose of accessing the functionality of the Products in the form of software services in accordance with the terms of this agreement and any agreement between you and File Sanctuary.

8. Termination

Without prejudice to any other rights, File Sanctuary may terminate your rights to use the Products if you fail to comply with these terms and conditions. In the event of termination or cancellation of your agreement with File Sanctuary or File Sanctuary’s agreement with Microsoft under which the Products are licensed, you must stop using and/or accessing the Products, and destroy all copies of the Products and all of their component parts.

9. No Warranties

LIABILITIES OR REMEDIES BY MICROSOFT. ANY WARRANTIES, LIABILITY FOR DAMAGES AND REMEDIES, IF ANY, ARE PROVIDED SOLELY BY FILE SANCTUARY AND NOT BY MICROSOFT, ITS AFFILIATES OR SUBSIDIARIES.

FILE SANCTUARY DOES NOT PROVIDE ANY WARRANTY OR LIABILITY FOR DAMAGES OR REMEDIES, AS OUTLINED IN OUR HOSTING TERMS OF SERVICE.

10. Product Support

Any support for the Products is provided to you by File Sanctuary and is not provided by Microsoft, its affiliates or subsidiaries.

11. Not Fault Tolerant

THE PRODUCTS MAY CONTAIN TECHNOLOGY THAT IS NOT FAULT TOLERANT AND ARE NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN ENVIRONMENTS OR APPLICATIONS IN WHICH THE FAILURE OF THE PRODUCTS COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL, PROPERTY OR ENVIRONMENTAL DAMAGE.

12. Export Restrictions

The Products are subject to U.S. export jurisdiction. File Sanctuary must comply with all applicable laws including the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments. For additional information, see http://www.microsoft.com/exporting/.

13. Liabliity for Breach

In addition to any liability you may have to File Sanctuary, you agree that you will also be legally responsible directly to Microsoft for any breach of these terms and conditions.

Product Specific Terms

Windows Server 2012 Standard

The license terms that apply to your use of this product are the Universal License Terms, the General License Terms for this Licensing Model and the product-specific license terms below.
License Mobility Within Server Farms: No
See Applicable Notice: Potentially Unwanted Software, MPEG-4, VC-1 (see Appendix 2)
Client/Additional Software: Yes (see Appendix 1)

Additional Terms:

Number of Licenses Required

The total number of software licenses required for a server equals the sum of the software licenses required under i) and ii) below.
i) You need one software license for each physical processor on a server, which permits you to run on that server, at any one time:

• one instance of the server software in one physical operating system environment (or OSE) , and
• one instance of the server software in a virtual operating system environment (or OSE).

If you run an instance in the virtual operating system environment (or OSE), the instance of the server software running in the physical operating system environment (or OSE) may be used only to:

• run hardware virtualization software, or
• provide hardware virtualization services, or
• run software to manage and service operating system environments (or OSEs) on the licensed server.

ii) You need an additional software license for each physical processor on the server to run an additional instance of the server software in virtual operating system environments (or OSEs).
iii) You may run on the licensed server an instance of Web, Standard, Enterprise (the same or any earlier version) or earlier versions of Datacenter in place of Standard in any operating system environment (or OSE).

Testing, maintenance, and administration access

For each instance running in an operating system environment (or OSE), you may also permit up to two (2) other users to use or access the server software to directly or indirectly host a graphical user interface (using the Windows Server 2012 Remote Desktop Services functionality or other technology). This use is for the sole purpose of testing, maintenance, and administration of the licensed products. These users do not need Windows Server 2012 Remote Desktop Services SALs.

Data Storage Technology

The server software may include data storage technology called Windows Internal Database. Components of the server software use this technology to store data. You may not otherwise use or access this technology under this agreement.

Windows Server 2012 Remote Desktop Services

You must acquire a Windows Server 2012 Remote Desktop Services SAL for each user that is authorized to directly or indirectly access the Windows Server 2012 Remote Desktop Services functionality. Please see the SAL licensing model section for a description of the SAL license.
You must also acquire a Windows Server 2012 Remote Desktop Services SAL for each user that is authorized to directly or indirectly access Windows Server 2012 Remote Desktop Services or Windows Server 2012 to host a graphical user interface (using the Windows Server 2012 Remote Desktop Services functionality or other technology).
Desktops delivered as a service are supported under SPLA using Windows Server and Remote Desktop Services (RDS). If you choose to deliver a service of this type, you must explicitly identify in your marketing materials that this infrastructure is being used for your service delivery. The Windows Desktop Operating System cannot be used to provide a hosted client, hosted graphical user interface or desktop as a service.

Windows Server 2012 Active Directory Rights Management Services

You must acquire a Windows Server 2012 Active Directory Rights Management Services SAL for each user that is authorized to directly or indirectly access the Windows Server 2012 Active Directory Rights Management Services functionality. Please see the SAL licensing model section for a description of the SAL license.

Microsoft Application Virtualization for Remote Desktop Services

You must acquire a Microsoft Windows Server 2012 Remote Desktop Services SAL for each user that is authorized to directly or indirectly access the Microsoft Application Virtualization for Remote Desktop Services functionality. Please see the SAL licensing model section for a description of the SAL license.

Visual Studio Professional 2012

The license terms that apply to your use of this product are the Universal License Terms, the General License Terms for this Licensing Model and the product-specific license terms below.
Applicable Section of SAL General Terms: Desktop Applications
See Applicable Notice: Data Transfer, H.264/MPEG-4 AVC and/or VC-1 (see Appendix 2)
Client/Additional Software: No
Included Technologies: Yes (see SQL Server Technology)

SUBSCRIBER ACCESS LICENSES (SALs)

You need:
Visual Studio Professional 2012 SAL

Additional Terms:

BUILDSERVER.TXT File
BuildServer Lists can be found at http://go.microsoft.com/fwlink/?LinkId=247624. You may install copies of the files listed in it, onto your build machines. You may do so solely for the purpose of compiling, building, verifying and archiving your programs or to run quality or performance tests as part of the build process on your build machines. We may list additional files at http://go.microsoft.com/fwlink/?LinkId=247624 to use for this same purpose.

Utilities

Utilities Lists can be found at http://go.microsoft.com/fwlink/?LinkId=247624. The software contains certain components identified in that list. The components contained in the software vary by edition. You may copy and install the Utilities you receive with the software on to other third party machines. You may use the Utilities only to debug and deploy your programs and databases you develop with the software. You must delete all the Utilities installed onto a device when you finish debugging your program, but no later than 30 days after you install them on that device.

Third Party Programs and Notices.

Certain third party code included in the software is licensed to you by Microsoft under this license agreement, rather than licensed to you by any third party under some other license terms. Notices, if any, for this third party code are included with the software may be found in the ThirdPartyNotices.txt file or in the software documentation.

Extension and Package Manager Features

The software includes the following features (each a “Feature”), each of which enables you to obtain software applications or packages through the Internet from other sources: Extension Manager, New Project Dialog, Web Platform Installer, Microsoft NuGet-Based Package Manager, and the package manager feature of Microsoft ASP.NET Web Pages. Those software applications and packages are offered and distributed in some cases by third parties and in some cases by Microsoft, but each such application or package is under its own license terms. Microsoft is not developing, distributing or licensing any of the third-party applications or packages to you, but instead, as a convenience, enables you to use the Features to access or obtain those applications or packages directly from the third-party application or package providers. By using the Features, you acknowledge and agree that you are obtaining the applications or packages from such third parties and under separate license terms applicable to each application or package (including, with respect to the package-manager Features, any terms applicable to software dependencies that may be included in the package), and that it is your responsibility to locate, understand and comply with all applicable license terms for each such application or package; with respect to the package-manager Features, this includes your responsibility to follow the package source (feed) URL or by reviewing the packages for embedded notices or license terms. Microsoft makes no representations, warranties or guarantees as to the feed or gallery URL, any feeds or galleries from such URL, the information contained therein, or any software applications or packages referenced in or accessed by you through such feeds or galleries. Microsoft grants you no license rights for third-party software applications or packages that are obtained using the Features.

Microsoft SQL Server Product Components and Windows Software Development kit (Windows SDK)

The software may be accompanied by Microsoft SQL Server components and Windows SDK, which are licensed to you under their own terms located in the “Licenses” folder in the following installation directory: …\%Program Files%\Microsoft Visual Studio 11.0\Licenses\. You may only use these components in conjunction with your use of the software. If you do not agree to the components’ license terms, you may not use them.

Windows Software Components

The software may include Microsoft .NET Framework, Microsoft Data Access Components, certain .dll’s related to Microsoft Build technologies; Microsoft Internet Information Services (IIS) Express and Windows Library for JavaScript components. All these are part of Windows software and the license terms for Windows apply to your use of them.

.NET Framework Software

The software for the product contains Microsoft .NET Framework software and may contain PowerShell software. See the license terms for .NET Framework and PowerShell Software in the Universal License Terms.