(NOTE:  KSUCVM did NOT elect to purchase the student option at time.)

MICROSOFT LICENSE AGREEMENT

This Microsoft License Agreement is incorporated by reference into your Microsoft Campus Agreement or School Agreement. Except as otherwise defined herein, terms used in this License Agreement shall have the meanings assigned in your Campus Agreement or School Agreement.  

1. Rights during this License Agreement. 

During the term of your Campus Agreement or School Agreement you have the right to: 

·         Run any prior version of the Software.

·         Make and retain one copy of any licensed product for back-up or archival purposes.

You must make reasonable efforts to make employees, students, agents and other individuals running the Software aware that it is licensed from us and may only be run or transferred subject to the terms of this License Agreement and your Campus Agreement or School Agreement.  

2. Restrictions. 

Your rights under this License Agreement and your Campus Agreement or School Agreement are limited as follows: 

·         We do not assign any copyright.  Your rights are expressly limited to the rights described in this License Agreement and your Campus Agreement or School Agreement.

·         If a product is made up of components, you may not separate the components by running them on different computers, by upgrading or downgrading them at different times or by transferring them separately, except as otherwise provided in this License Agreement. 

·         You may not rent, lease or lend any copy of the Software.

·         You may not reverse engineer, decompile or disassemble the Software, except to the extent expressly permitted by applicable law despite this limitation.

·         Products licensed to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 are licensed with the rights and restrictions described in this License Agreement and your Campus Agreement or School Agreement.  Products licensed to the U.S. Government pursuant to solicitations issued prior to December 1, 1995 are licensed with "Restricted Rights" as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or DFAR, 48 CFR 252.227-7013 (OCT 1988), as applicable.  You are responsible for ensuring that copies are marked with the "Restricted Rights Notice" or "Restricted Rights Legend," as required.  We reserve all rights not expressly granted to you.

You acknowledge that products licensed under this License Agreement are of US-origin. You agree to comply with all applicable international and national laws that apply to these products, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments. For additional information on exporting Microsoft products, see http://www.microsoft.com/exporting/.

3. Applicable law. 

If this License Agreement and your Campus Agreement or School Agreement are entered into in the United States, they are governed by the laws of the State of Washington.  If they are entered into in Canada, they are governed by the laws of the Province of Ontario, Canada. In that case, each of the parties hereto irrevocably attorns to the jurisdiction of the courts of the Province of Ontario and further agrees to commence any litigation which may arise hereunder in the courts located in the Judicial District of York, Province of Ontario. If this License Agreement and your Campus Agreement or School Agreement are entered into in any other jurisdiction, then local law may apply.  

4. Distributing media to your Users. 

You may acquire the quantity of media as is necessary to distribute the Software to your Users.  All media must be acquired from a Microsoft approved fulfillment source.  You may also copy the media acquired from a Microsoft approved fulfillment source for your faculty and staff Users.   All such copies must be true and complete copies (including copyright and trademark notices).  If you elect the Student-Owned PC Option as part of Campus Agreement, your students’ access to media must be restricted and regulated by you.  Media for some products available to your students contains Office Registration Wizard (ORW) limiting the number of installations and requiring registration.  Your reseller can identify products for which the media contains ORW. All media for your student Users must be acquired from a Microsoft approved fulfillment source. 

5.  Warranties and other obligations of Microsoft. 

a.        Limited product warranty. 

We warrant that each product will perform substantially in accordance with its Microsoft-published user documentation.  This warranty is valid for a period of 90 days from the date you first run a given version of the Software from any computer or similar device.  Any warranties imposed by law concerning the products are limited to the same 90 day period.  The warranty is not applicable if failure of the product has resulted from accident, abuse or misapplication.  If you notify us within the warranty period that a product does not meet this warranty, then we will, at our option, either (i) return the price paid or (ii) repair or replace the product.  This is your exclusive remedy for breach of this warranty. 

b.        Year 2000 warranty. 

For purposes of this section, “Year 2000 Warranted Product” means the specific version of each product identified in the Product Guide on the effective date, by version number and language, as “compliant” or "compliant with minor issues", and  “Product Guide” means the Microsoft Year 2000 Product Guide located on the Microsoft Year 2000 Resource Center web page (www.microsoft.com/technet/year2k/product/product.asp).  We warrant that each Year 2000 Warranted Product, when run with accurate date data and in accordance with its documentation and the recommendations and exceptions set forth in the Product Guide, will recognize the year 2000 as a leap year and will not produce material errors processing date data in connection with the year change from 1999 to 2000, as long as, and only to the extent that, all other information technology used in combination with such Year 2000 Warranted Product (e.g., software, firmware, hardware) properly exchanges date data with it.  This warranty does not extend or apply to user customizable features or third-party add-on features or products, including items such as macros and custom programming or formatting features.  If you report to us on or before June 1, 2000 that a product does not meet this warranty, we will: (i) exercise commercially reasonable efforts to correct any material non-compliance which is generally reported by other users; and (ii) provide any resulting correction to you, without charge, when it is made available generally.  This is your exclusive remedy for breach of this warranty. 

6. Transfers.   

You may not transfer your rights under this License Agreement, except as provided below. 

a.        Transfers to Departing Students. 

If you elect the Student-Owned PC Option under your Campus Agreement, you may at anytime during the term of such agreement transfer the right to run the Software from any student-owned device to the student that owns such device upon such student’s departure from your institution or school.  This is known as the Departing Student option.  You must provide each such student with a Campus Agreement Student License Confirmation in the form attached to your Campus Agreement.  In addition, you must secure from each such student their acceptance of the terms and conditions of the Campus Agreement Student License Confirmation and this License Agreement.  Upon acceptance of such terms and conditions, their right to run the Software identified in the License Confirmation becomes perpetual. 

b.  Transfers of perpetual rights.  

If you exercise the buy-out option, you may transfer licenses for which you have received License Confirmations pursuant to your Campus or School Agreement to an unaffiliated third party in connection with a merger, consolidation or divestiture. For all other transfers of perpetual licenses, our written consent is required.  You must transfer the relevant License Confirmations or, if transferring a portion of the licenses, you must provide a photocopy of the relevant License Confirmations, along with a statement identifying the licenses being transferred. In addition, you must secure from the entity to which you are transferring the acceptance of the terms and conditions of this License Agreement, and their acknowledgment of the fact that, notwithstanding Section 5 above, products for which licenses are transferred pursuant to this section 6(b) are transferred “as is”, without warranty of any kind. 

c.        Requirements for all permitted transfers. 

Upgrade licenses may be transferred only if you also transfer the qualifying license.  You may transfer a license for an operating system product only as part of the sale or transfer of the computer system on which the product was first installed.  Licenses cannot be transferred on a short-term basis. 

7.  License Grants. 

We hereby grant you the right to use the Software as provided in Exhibit A to this License Agreement.  We may need to change the product use rights identified on Exhibit A during the term of your Campus Agreement or School Agreement to accommodate the addition or deletion of Software products or the introduction of new versions of existing Software products.  We may do so at any time, and from time to time.  No such change will ever retroactively alter the terms under which your Users may use a copy of a Software product previously installed. For purposes of Exhibit A, (a) your Departing Students are deemed permitted transferees; and (b) Microsoft Office Standard and Microsoft Office Professional, Microsoft FrontPage, Microsoft Visual Studio Professional Edition and Microsoft Project (and successor products) and Microsoft Press products are in the Applications Product Pool, Microsoft Windows and Microsoft Windows NT Workstation (and successor products) are in the Systems Product Pool, and Microsoft BackOffice CAL is in the Server Product Pool.