Bing Knowledge Widget (Beta) Terms of Service

THANK YOU FOR CHOOSING MICROSOFT

1. This is a contract between you and Microsoft Corporation ("Microsoft"). Sometimes Microsoft is referred to as "we," "us" or "our." This contract applies to the beta version of the Microsoft Bing Knowledge Widget (the "Bing Knowledge Widget"). The Bing Knowledge Widget is a JavaScript-based module that is intended to deliver a Microsoft-hosted entity search experience with information and results (collectively, "Bing results") for entities discovered in the text of the web page containing the Bing Knowledge Widget (collectively, "Bing services") within a customer-facing or end-user-facing website ("Website"). Through the use of script attributes or by means of configuration settings made through the Bing Knowledge Widget website, webmasters can customize how Bing Knowledge Widget detects and augments entities and how it visualizes the entities in the context of the page. As used in this contract, "Services" means, collectively and as applicable, Bing Knowledge Widget and the detection and augmentation of entities on a web page containing Bing Knowledge Widget, their configuration, as well as the Bing Knowledge Widget search results page that is shown alongside the host page, the Bing results it contains, the Bing services, and any related widget IDs, keys, or similar materials. This contract incorporates by reference the Bing terms of use (Microsoft Services Agreement, found here, and which may be updated from time to time), and any applicable guidelines, documentation or requirements, technical, operational or otherwise relating to the Services, including without limitation the Bing Knowledge Widget documentation found here, as they may be published and updated by Microsoft from time to time. Please note that we do not provide warranties for the Services. This contract also limits our liability. These terms are in Section 13 and Section 14 and we ask you to read them carefully. We provide the Services solely on an "as is" and "as available" basis, in accordance with Section 13, and you acknowledge that latency with regard to delivery of Bing functionality and results is a function of network bandwidth, server capacity, and other factors. In addition, we reserve the right to vary the Services (i.e. offer different tiers or levels of the Bing services and any support we may provide thereto) to individual Websites, users or applications as determined by us in our sole discretion.

2. WHAT RIGHTS DO I HAVE? Solely to the extent that you are in compliance with all terms of this Agreement, we grant you a non-exclusive, non-transferable, non-sublicenseable license to use the Services to: enable your Website to obtain and show the Bing Knowledge Widget and augmented entities. Your license to use the Services is limited, however, to solely your Websites. You are responsible for your own conduct while using the Services and for any consequences of this use.

3. CODE OF CONDUCT / RESTRICTIONS ON USE. Your Website, and your access to and use of any or all of the Services, must comply with all applicable Microsoft policies and guidelines (including, without limitations, any call volume limitations, security policies, and privacy policies), technical requirements and documentation, and all applicable laws (including, without limitation, the applicable laws of your jurisdiction relating to online conduct, acceptable content, data collection, privacy, and the export of data to the United States or your country of residence). This contract does not grant you any rights related to any services, materials, content, or data other than the Services. You will not, and will not permit your users or other third parties to:

(a) modify, reverse engineer, decompile, or otherwise alter the Services;
(b) distribute, publish, facilitate, enable, or allow access or linking to the Services from any location or source other than your Website;
(c) modify, filter, obscure, or replace the text, images, or other content of the Bing results, display Bing results with search results from other sources or with other content so that such other search results or content appears as displayed to be part of the Bing results;
(d) frame, minimize, remove, redirect, delay, or otherwise inhibit or modify the display of any web page accessed by the links provided in or associated with the Bing Knowledge Widget and Bing results;
(e) hide or mask from us your identity, or the identity of your Website, as it uses the Services
(f) defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others or otherwise violate Microsoft's then-current editorial policies (found here, and which may be updated from time to time);
(g) impersonate another person or entity, or falsify or delete any author attributions, legal or other proper notices or proprietary designations (e.g., copyright or trademark symbols), or labels of the origin or source of services, software, or other materials;
(h) use the Services to violate the law or for any unauthorized purpose;
(i) use the Services to infringe upon the copyright, trademark or other intellectual property rights of anyone;
(j) interfere with or disrupt the Services, or servers or networks related to the Services, or disobey any requirements, procedures, policies, or regulations of networks related to the Services;
(k) create user accounts by automated means or under false or fraudulent pretenses;
(l) copy, store, or cache any Bing Knowledge Widget or Bing results or entity information from the Services;
(m) commercialize (i.e., sell, rent, or lease) Bing Knowledge Widget or Bing results;
(n) transmit any virus, worm, defect, Trojan horse, or any other item intended to destroy, surreptitiously interfere with, expropriate, or exert unauthorized control over any system or data or to defraud any person;
(o) directly or indirectly generate impressions or clicks on Bing results, or authorize or encourage others to do so, though any automated, deceptive, fraudulent, or other invalid means;
(p) taking any action to remove the hyperlinks included as a part of any transmitted Bing results; or
(q) create or attempt to create a substitute or similar service or product as that of the Service or Bing through use of or access to any of the Services or proprietary information related to the Services.

4. LIMITATIONS AND CONDITIONS OF THE SERVICE. We may use technology or other means to protect the Services, protect our customers, or stop you from breaching this contract. These means may include, for example, filtering to stop spam or increase security. These means may hinder or break your use of the Services, and you may not work around or attempt to thwart or disable any of these technical or other means. We also may, in our sole discretion, limit the: (a) rate at which the Services, or any subset of them, may be called; (b) the amount of storage made available to each Services account; or (c) the length of individual content segments that may be uploaded to, or served from, the Services (all of the foregoing being forms of "Throttling"). We may perform this Throttling globally across all Services, per end user, or on any other basis. You will not take steps to circumvent any technical measures we may put in place to enforce Throttling.

5. ATTRIBUTION AND ADVERTISING. We may include our trademark(s) or logo(s) in Bing results provided through the Services and, if we do so, you will not remove, modify, or interfere with the display or viewing of these trademarks or logos. We may also include advertising in Bing results provided through the Services and, if we do so, you will not remove, modify, or interfere with the display or viewing of this advertising.

6. END USER TERMS. The Terms of Use located here (which may be updated from time to time, the "Bing TOUs") or such other locations as Microsoft may specify apply to end users' use of and access to Bing results through your Website.

7. PRIVACY. All access to and use of the Services is subject to the data practices set forth in the Microsoft Online Privacy Statement, which is available here (which may be updated from time to time). Nothing in this contract or the Services provide for the collection or transfer of any personally identifiable information of internet users between the parties. You must maintain a prominent online privacy policy for your Websites and applications that access the Services. This privacy policy, at a minimum, must include: (a) a full, accurate, and clear disclosure regarding the placement, use, and reading of cookies and related technologies, and your collection and use of data in relation to activity by users of your Websites and applications; (b) to the extent applicable, your use of Microsoft for advertising services for your Websites and applications; and (c) to the extent applicable a disclosure that users may choose to not participate in Microsoft's personalized advertising services, along with a link to a Microsoft-specified web address where the user may "opt out" of such personalized advertising services.

8. HOW WE MAY CHANGE THE CONTRACT. If we modify this contract, then we will provide notice as described in Section 22 below. If you do not agree to any such modifications, then you must stop using the Services. If you do not stop using the Services, then your use of the Services will continue under the modified contract. We may choose in the future to charge (or cease charging) for all use of the Services, or change the requirements for use of the Services. If we choose to change the fee requirements for the Services, Microsoft will provide notice of such terms as described in Section 9 and Section 22 below, and you may elect to stop using the Services rather than incurring additional fees. Any documents or websites incorporated into this contract by reference or link may be modified and updated from time to time by Microsoft and upon such modification or update will be deemed a part of this contract.

9. FEES AND PAYMENT. Microsoft reserves the right, in its sole discretion, to charge or charge additional (or lesser) fees for use of or access to some or all of the Services. If Microsoft decides to charge, or charge additional (or lesser) fees for the Services, such fees and additional terms and conditions will be disclosed to you prior to the effective date when such fees or requirements would be imposed. If you do not agree to any such modifications, then you must stop using the Services. If you do not stop using the Services, then your use of the Services will continue under the modified contract.

10. YOUR RESPONSIBILITY. You will indemnify and hold Microsoft (and its directors, officers, affiliates, and agents) parties harmless from and against any and all loss, liability, and expense (including reasonable attorneys' fees and costs) suffered or incurred by reason of any claims, proceedings, or suits based on or arising out of any breach (or alleged breach) by you of this contract, or any part of it, or that otherwise relates to your Website(s), your application(s), or your use of the Services. You will be solely responsible for defending any claim using mutually-agreed counsel, subject to Microsoft's right to participate with counsel it selects, and you will not publicize any claim or agree to any settlement that imposes any obligation or liability on Microsoft (or its directors, officers, affiliates, and agents) without Microsoft's prior written consent, such consent provided by Microsoft in its sole discretion.

11. RESERVATION OF RIGHTS. Microsoft and its suppliers retain all right, title, and interest in and to the Services (including the Bing Knowledge Widget and Bing results) and all intellectual property rights in any of these. This contract does not grant you any rights in any Microsoft logo, trademark, or service mark, and you will not use any logo, trademark, or service mark of Microsoft for any purpose without Microsoft's prior written approval. You will not claim or imply any sponsorship or endorsement of your Website or application by Microsoft. All uses of Microsoft’s brand and all goodwill associated therewith insure solely to the benefit of Microsoft. Notwithstanding anything else herein to the contrary, Microsoft reserves the right to further limit the license granted in this Section to the extent that your use or display may negatively impact the goodwill or reputation associated with Microsoft’s brand.

12. TERM. This contract will become effective on your first use of the Services. This contract may be terminated immediately for any reason or no reason and without notice by Microsoft. If this contract terminates, all rights granted to you by this contract will automatically terminate and you will cease to have any rights to use the Services (including, without limitation, the Bing Knowledge Widget). We will not be liable to you for damages resulting solely from terminating this contract according to its terms. All terms of this contract that, by their nature, are intended to survive termination will survive (including, without limitation, Sections 13 and 14).

13. WE MAKE NO WARRANTY. The Services provided by Microsoft in this contract are provided on an "as is" and "as available" basis.Microsoft makes no warranties (express, implied, or otherwise), including implied warranties of merchantability, non-infringement, fitness for a particular purpose, or title, related to the Services, its performance, or anything provided in relation to this contract. Without limiting the foregoing, Microsoft makes no guarantees with respect to the availability or uptime of the Services or any other technologies. Microsoft may conduct maintenance on any of the Services at any time, with or without notice.

14. LIABILITY LIMITATION. You can recover from Microsoft and its affiliates and suppliers only direct damages up to US$5. You cannot recover any other damages, including consequential, lost profits, special, indirect, incidental, or punitive damages. This limitation applies to anything related to the Services; content (including code) on third party Internet sites, third party programs or third party conduct; viruses or other disabling features that affect your access to or use of the Services; incompatibility between the Services and other services, software, and hardware; delays or failures you may have in initiating, conducting, or completing any transmissions or transactions in connection with the Services in an accurate or timely manner; and claims for breach of contract, breach of warranty, guarantee, or condition, strict liability, negligence, or other tort. It also applies even if this remedy does not fully compensate you for any losses or fails of its essential purpose or if Microsoft knew or should have known about the possibility of the damages. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may, to a certain or entire extent, not apply to you.

15. CHANGES TO THE SERVICES; CANCELLATION OF THE SERVICES. We may change (including by removing features, adding or removing source types, or charging additional fees for features previously provided free or at different rates), update, or enhance (collectively, "modify," or "modification") the Services at any time and may require you to obtain and use the most recent versions. Modifications may affect your ability to use the Services and may require you to change (at your sole cost) the way you previously used them. If any modification is unacceptable to you, your only recourse is to stop using the Services. Your continued use of the Services following any update or change to the Services will constitute your binding acceptance to the update or change. We will not be liable for any costs that you incur, or for lost profits or damages of any kind, related to any such modification. We may cancel or suspend your use of the Services or our offering of the Services partially or in its entirety at any time. Our cancellation or suspension may be without cause, without notice, or both. Upon cancellation, your right to use the Services (including, without limitation, the Bing Knowledge Widget) will cease immediately. Once the Services are cancelled or suspended, any data you have stored on the Services may not be retrieved later.

16. ADDITIONAL INFORMATION. You agree to provide information and/or other materials related to your use of the Services, as reasonably requested by Microsoft to verify your compliance with this contract.

17. INTERPRETING THE CONTRACT. All parts of this contract apply to the maximum extent permitted by law. If any term of this contract is unenforceable, the remainder will be fully enforced to effect the parties' intent. Unless stated or context requires otherwise: (a) all internal references are to this contract and its parties; (b) "days" means "calendar days"; (c) "may" means that the applicable party has a right, but not an accompanying duty; and (d) a party's choices under this contract are in its sole discretion, subject to any applicable duties of good faith. Lists of examples following "including" or "e.g." are not exhaustive (i.e., are interpreted to include "without limitation"), unless qualified by words such as "only" or "solely." This contract will be interpreted according to the plain meaning of its terms without any presumption that it should be construed to favor either party. The section titles in the contract do not limit the other terms of this contract.

18. ASSIGNMENT. We may assign this contract, in whole or in part, at any time with or without notice to you. You may not assign this contract, or any part of it, to any other person without our prior written consent, which will not be unreasonably withheld. Any attempt by you to do so is void. You may not transfer to anyone else, either temporarily or permanently, any rights to use the Services or any part of the Services.

19. NO THIRD PARTY BENEFICIARIES. This contract is solely for your and our benefit. It is not for the benefit of any other person, except for permitted successors and assigns under this contract.

20. CLAIM MUST BE FILED WITHIN ONE YEAR. Any claim related to this contract or the Services may not be brought unless brought within one year. The one-year period begins on the date when the claim first could be filed. If it is not filed, then that claim is permanently barred. This applies to you and your successors. It also applies to us and our successors and assigns.

21. EXPORT. The Services (including the Bing Knowledge Widget) are subject to United States export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the Services. These laws include restrictions on destinations, end users, and end use. Additional information is provided here (as it may be updated from time to time).

22. NOTICES. You may notify Microsoft by postal mail (Microsoft does not accept email notices relating to this contract) addressed as follows: Microsoft Corporation, Attention: LCA - Online Services Division, One Microsoft Way, Redmond, Washington 98052-6399, USA. This contract is in electronic form, and you consent to Microsoft sending you any information related to this contract in electronic form (by email, by access to a Microsoft website designated in an email notice to you, or by posting notice on the Microsoft website located here (or any successor website)). You may withdraw this consent, but if you do, Microsoft may terminate this contract and your right to access and use the Services. Notices provided to you by email will be deemed given and received on the email transmission date. You acknowledge that, as long as you access or use the Services, you must have, or have access to, the necessary software and hardware to receive these notices.

23. MISCELLANEOUS. The parties are independent contractors under this contract and do not intend to form any other relationship. You understand and acknowledge that Microsoft is not certifying, nor endorsing, and has no obligation to certify or endorse, any aspect of your Website or application. You are solely responsible, and Microsoft specifically disclaims all liability, for your Website or application, any content or other service displayed in or through, accessed via or relating to your Website or application, and any use, display or implementation of the Bing results made available to you by Microsoft under this contract. You shall not issue a press release or other written public statement regarding this contract without Microsoft’s written approval. Only written waivers will be effective. Each party will pay its own costs to perform (except where expressly stated otherwise). You will maintain commercially reasonable levels of insurance with commercially reasonable insurers to enable you to comply with your obligations under this contract. In relation to this contract, you will comply with all applicable laws and other requirements of governments having jurisdiction. All rights and remedies under this contract are cumulative. Except as otherwise expressly stated in this contract, this contract is the parties' entire agreement on this subject and merges and supersedes all related prior and contemporaneous communications and agreements. Except as otherwise expressly provided in Sections 8 and 9, this contract may only be modified in a writing that is manually signed by both parties after the Effective Date.

24. CHOICE OF LAW AND LOCATION FOR RESOLVING DISPUTES. Washington state law governs the interpretation of this contract and applies to claims for breach of it, regardless of conflict of laws principles. All other claims, including claims regarding consumer protection laws, unfair competition laws, and in tort, will be subject to the laws of your state of residence in the United States, or if you live outside the United States, the laws of the country to which we direct the Services. You and we irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in King County, Washington, USA for all disputes arising out of or relating to this contract.