Dated: September 2013
1. Description of Services
Microsoft Optical Character Recognition Control (“OCR Control”) allows the detection of printed text from an image for use in applications. Microsoft provides access to the OCR Control through an application programming interface (the “API”). You may use the API to design, develop and test your programs for use with the OCR Control. The API requires a key to install or access it. You are responsible for acquiring a product key at the Microsoft Windows Azure Marketplace Service (the “Marketplace Service”). The Marketplace Service is an online marketplace located at https://datamarket.azure.com where Marketplace Services, catalogues, data, applications, software, sites, information, materials, content and updates are made available to you. The Marketplace Service is governed by the terms of the Microsoft Windows Azure Marketplace Service Agreement (the “Marketplace Service Agreement”) located at https://datamarket.azure.com/terms.
2. Acceptance of Terms
By creating an account or accepting this contract, you represent that you are at least 18 years old or have reached the age of “majority” where you live, if that is not 18 years of age. If you are under 18 or have not reached the age of majority, your parent or legal guardian must set up an account on your behalf and accept this contract. Please note that Microsoft does not provide warranties for the API. This contract also limits our liability. These terms are in Sections 11 and 14. Please read them carefully.
Your developer account may be used for up to 5,000 transactions of any type, including sessions, both billable or non-billable, within any 30 day period, across all your developer accounts. You may only use developer accounts for developing, testing and maintenance of the API with your applications consistent with the terms of this agreement
Subject to your compliance with this contract, Microsoft provides you a non-exclusive, nontransferable, nonsublicensable, worldwide license to:
• use the documentation, media, and other materials made available by Microsoft from time to time for use with the API solely in support of you exercising your rights in this license.
You may obtain unique access credentials to access the API solely for the purposes stated in this license. You may use as many copies of the software as your credentials permit. You are solely responsible for: (a) keeping your access credentials confidential; and (b) any and all activities that occur under your access credentials. You must promptly notify Microsoft of any unauthorized use of your access credentials or any other breach of security. Microsoft will not be liable for any loss that you incur if someone else uses your access credentials, either with or without your knowledge. However, you could be held liable for losses incurred by Microsoft or another party if someone else uses your access credentials.
The licenses granted above extend only to the software or derivative works that you create that run directly on a Microsoft Windows operating system product, Microsoft run-time technology (such as the .NET Framework or Silverlight), or Microsoft application platform (such as Microsoft Office or Microsoft Dynamics).
4. Limits and Conditions.
4.1. The OCR Control will support requests of up to 200 KB only.
4.2. We may use technology or other means to protect the API, protect our customers, or stop you from breaching this contract. These means may hinder or break your use of the API, 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 rate at which the API may be called. We may perform such throttling globally across all Microsoft 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.
4.3. You are responsible for providing end users with clear and conspicuous notice of the privacy practices applicable to your application, including Microsoft’s right to use data pursuant to Section 10. Microsoft will retain data from users for up to 18 months. Users must opt-in to such data use by Microsoft; otherwise, they should not use your application.
5. Microsoft Marks
We may include our trademark(s) or logo(s) as part of the API. If we do so, you will not remove, modify or interfere with the display or viewing of these trademarks or logos. In any display of trademarks, logos, or attribution, you will comply with the current version of our usage guidelines, which may be updated from time to time.
6. Use Restrictions
When using the API you must comply with the terms of this contract, the terms of the Marketplace Service Agreement, all applicable laws, and the Microsoft Anti-Spam Policy (http://privacy.microsoft.com/en-us/anti-spam.mspx). You must also obey any policies, codes of conduct, and notices Microsoft provides. The API may not be available in all countries. You, and any third party working on your behalf, may not:
• Distribute, sell, resell, loan, rent, lease, sublicense, redistribute, assign or otherwise dispose your access credentials, or any part thereof, to any third party including to any affiliate;
• Syndicate, distribute, publish, facilitate, enable, or allow access or linking to the API;
• Modify the API or create from use of the API:
• for patentable or patented material, any improvement;
• for material which is protected by trade secret, any new material derived from such existing trade secret material, including new material which may be protected by copyright, patent and/or trade secret; and
• for copyrightable or copyrighted material, any portion, modification, correction, bug fix, addition, extension, upgrade, improvement, compilation, abridgment or other form in which an existing work may be recast, transformed or adapted;
• Use the API for any unauthorized purpose;
• Misrepresent your identity or interfere with any other party's use and enjoyment of the API;
• Damage, disable, overburden, or impair the API (or any network connected to the API);
• Use or attempt to use any unauthorized means to modify, reroute, or gain access to the API; and
• Remove, modify, or tamper with any notice or link that is incorporated into the API.
If Microsoft believes that you are making unauthorized or improper use of the API, Microsoft may take such action as it deems appropriate without notice to you. These actions may include blocking access to the APIs from a particular access credential, internet domain, or IP address. Microsoft may at all times: (a) disclose any information as Microsoft deems necessary to satisfy any applicable law, regulation, legal process or governmental request; or (b) edit or to remove any information or materials, in whole or in part.
7. Reservation of Rights
Microsoft retains all rights, title, and interest in and to the API and any materials Microsoft makes available API through the OCR Control webpage of the Microsoft Developer Network. This includes all copyrights, patents, trade secrets, trademarks, and other intellectual property rights. Microsoft reserves all rights not expressly granted.
This contract starts on the date you accept it. It continues until your developer account has expired, been canceled or terminated. You may terminate this contract without cause at any time by cancelling use of the API as described in Section 4(f) of the Marketplace Service Agreement. Microsoft may cancel the contract at any time as described in Section 6 herein. A party may also terminate the contract for cause on 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period. The following sections will survive any termination or expiration of the Service: 7, 9-16 and 18-22.
9. Submissions Provided to Microsoft
Microsoft does not claim ownership of any content you may use in connection with the API; your content remains your content. Microsoft does not control, verify, or endorse the content that you, your customers or others use in connection with the API.
You hereby grant to Microsoft and its affiliates the right to keep a copy of and use the content you or your customers submit to the API for the exclusive purpose of improving Microsoft products and services offered through the API. Microsoft will not otherwise disclose the content to a nonaffiliated third party, except where required by law.
If your subscription expires or is suspended, canceled or terminated, all content submitted pursuant to that subscription may be permanently deleted or irretrievable from Microsoft’s servers. Microsoft has no obligation to return such content to you.
If you give feedback about the software to Microsoft, you give to Microsoft, without charge, the right to use, share and commercialize your feedback in any way and for any purpose. You also give to third parties, without charge, any patent rights needed for their products, technologies and services to use or interface with any specific parts of a Microsoft software or service that includes the feedback. You will not give feedback that is subject to a license that requires Microsoft to license its software or documentation to third parties because we include your feedback in them.
Microsoft uses certain information collected from you to operate and provide the API. As part of the API, Microsoft may automatically upload information about your machine, your use of the API and the OCR Control performance. Microsoft may access or disclose information about you, including the content of your communications or content associated with the API. Microsoft may do so in order to: (a) comply with the law or respond to lawful requests or legal process; (b) protect the rights or property of Microsoft or its customers, including the enforcement of Microsoft agreements or policies governing your use of the API; or (c) act on a good faith belief that such access or disclosure is necessary to protect the personal safety of Microsoft employees, customers, or the public. Please read the Microsoft.com Privacy Statement (http://go.microsoft.com/fwlink/?LinkId=248681) and the Microsoft Online Privacy Statement (https://datamarket.azure.com/privacy) to learn how Microsoft uses and protects your information.
11. No Warranty
• Microsoft provides the API and associated materials "as is," "with all faults," and "as available".
• Microsoft does not guarantee the suitability, reliability, availability, accuracy or timeliness of information available from the API.
• Microsoft does not guarantee that the API will be uninterrupted, secure, error-free or that data loss will not occur.
• You acknowledge that computer and telecommunications systems are not fault-free and occasional periods of downtime will occur.
• Microsoft gives no express warranties, guarantees, or conditions. Microsoft disclaims all warranties with regard to the API and associated materials. This includes any implied warranties (e.g., those of merchantability, fitness for a particular purpose, workmanlike effort, title, and non-infringement).
• You may have additional consumer rights under your local laws that this contract cannot change.
12. Copyright and Trademarks
All API materials, except user-generated content, are Copyright ©Microsoft. All rights reserved. Copyright and other intellectual property laws and treaties protect any software or materials provided as part of the Service. Microsoft or its suppliers own the title, copyright, and other intellectual property rights in the software and materials.
Information on Microsoft trademarks is available at http://www.microsoft.com/About/Legal/EN/US/IntellectualProperty/Trademarks/EN-US.aspx. This contract does not grant or imply any rights to any Microsoft or supplier trademark, trade name or logo. The names of actual companies and products mentioned herein may be the trademarks of their respective owners.
13. Copyright Claim Notice and Procedure
Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to the Service provider's designated agent. ALL INQUIRIES NOT RELEVANT TO THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE. For details and contact information see Notice and Procedure for Making Claims of Copyright Infringement at http://www.microsoft.com/info/cpyrtinfrg.htm.
14. Claims Must Be Filed Within One Year
To the extent permitted by law, any claim related to this contract, the API or associated materials must be brought within one year. The one-year period begins on the date when the claim first accrues. Any claim that is not filed within that time is permanently barred. This section applies to you and your successors. It also applies to us and our successors and assigns.
15. Limitation of Liability
You can recover from Microsoft for all successful claims only direct damages up to U.S. $5.00. You cannot recover any other damages, including consequential, special, indirect, incidental, or punitive damages and lost profits.
This limitation applies to anything related to this contract, for example:
• The API;
• Loss of data;
• Your content, third party content (including code), third party programs, or third party conduct;
• Viruses or other disabling features that affect your access to or use of the API;
• Incompatibility between the API and other services, software, hardware or applications;
• Delays or failures you may have in initiating, conducting, or completing any transmissions or transactions in connection with the API in an accurate or timely manner; and
• Claims for breach of contract; breach of warranty, guarantee, or condition; misrepresentation; strict liability; negligence; or other tort.
It also applies even if this remedy does not fully compensate you for any losses, fails of its essential purpose or Microsoft knew or should have known about the possibility of the damages.
This contract does not affect the statutory rights of any consumer. It also does not exclude or restrict liability for death or personal injury arising from Microsoft’s negligence, fraud, or its gross negligence or willful intent. Some or all of these limitations or exclusions may not apply to you if your state, province, or country does not allow the exclusion or limitation of incidental, consequential or other damages.
Microsoft may send you, in electronic form, information about the API, additional information, and information the law requires Microsoft to provide. Microsoft may provide required information to you by email at the address you specified when you signed up for the API. Notices emailed to you will be deemed given and received when the email is sent. If you don't consent to receive notices electronically, you must stop using the service.
Microsoft offers support for the API at the MSDN Community (http://msdn.microsoft.com/en-US/aa497440).
The API is subject to United States export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the API. These laws include restrictions on destinations, end users and end use. For additional information, see www.microsoft.com/exporting.
19. No additional obligations
Nothing contained in this contract is deemed to grant you or Microsoft, directly or by implication, estoppel, or otherwise, any license other than any specific grant mentioned in this contract. Nothing in this contract will require you or Microsoft to enter into any additional agreements (including any license agreement or other agreement that could grant you any further rights in API). Microsoft has no obligation to update or make available any further versions of the API.
20. Contract Interpretation
All parts of this contract apply to the maximum extent permitted by law. A court may hold that you or Microsoft cannot enforce a part of this contract as written. If this happens, then you and Microsoft will replace that part with terms that most closely match the intent of the part that we cannot enforce. The rest of this contract will not change. This is the entire contract between you and Microsoft regarding your use of the API. It supersedes any prior contract or oral or written statements regarding your use of the API and any prior version of the contract. Where the terms of this contract conflict with those of the Marketplace Service Agreement, the terms of this contract will prevail. The section titles in the contract do not limit the other terms of this contract.
Microsoft may assign, transfer, sell, rent, lend or otherwise dispose our rights and obligations under this contract. Microsoft may do this in whole or part, at any time without notice to you. You may not temporarily or permanently assign any part of this contract or any rights to use the API to any other party. Any attempt to do so is void.
22. Governing Law
Contracting party, choice of law, and location for resolving disputes.
(a) If you live in or your business is headquartered in North or South America, you are contracting with Microsoft Corp., One Microsoft Way, Redmond, WA 98052, USA, and 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 Microsoft directs your Service. You and Microsoft 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.
(b) If you live in or your business is headquartered in Europe, you are contracting with Microsoft Luxembourg S.à.r.l., 20 Rue Eugene Ruppert, Immeuble Laccolith, 1st Floor, L-2543 Luxembourg. All claims, including claims regarding consumer protection laws, unfair competition laws, and in tort, will be subject to the laws of Luxembourg or of the country in which you reside. With respect to jurisdiction, you may choose the responsible court in Luxembourg or in the country in which you reside for all disputes arising out of or relating to this contract.
(c) If you live in or your business is headquartered in the Middle East or Africa, you are contracting with Microsoft Luxembourg S.à.r.l., 20 Rue Eugene Ruppert, Immeuble Laccolith, 1st Floor, L-2543 Luxembourg, and the laws of Luxembourg govern the interpretation of this contract and apply 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 the country to which Microsoft directs your Service. You and Microsoft irrevocably agree to the exclusive jurisdiction and venue of the Luxembourg courts for all disputes arising out of or relating to this contract.
(d) Unless your country is specifically called out below, if you live in or your business is headquartered in Asia or the South Pacific, you are contracting with Microsoft Regional Sales Corp., a corporation organized under the laws of the State of Nevada, USA, with a branch in Singapore, having its principal place of business at 438B Alexandra Road, #04-09/12, Block B, Alexandra Technopark, Singapore, 119968, and Washington State law govern this contract. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity, or termination, will be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Center (SIAC), which rules are deemed to be incorporated by reference into this clause. The Tribunal will consist of one arbitrator to be appointed by the Chairman of SIAC. The language of arbitration will be English. The decision of the arbitrator will be final, binding, and incontestable, and it may be used as a basis for judgment in any country or region.
(e) If you live in or your business is headquartered in Japan, you are contracting with Microsoft Japan Co., Ltd (MSKK), Shinagawa Grand Central Tower, 2-16-3 Konan Minato-ku, Tokyo 108-0075. The laws of Japan govern this contract and any matters arising out of or relating to it. You and Microsoft irrevocably agree to the exclusive original jurisdiction and venue of the Tokyo District Court for all disputes arising out of or relating to this contract.
(f) If you live in or your business is headquartered in China, you are contracting with Microsoft Corp., One Microsoft Way, Redmond, WA 98052, USA. As to those Services, Washington State law governs this contract, regardless of conflict of laws principles. The jurisdiction of the state or federal courts in King County, Washington, USA, is nonexclusive.
(g) If you live in or your business is headquartered in Korea, you are contracting with Microsoft Korea, Inc., 6th Floor, POSCO Center, 892 Daechi-Dong, Kangnam-Gu, Seoul, 135-777, Korea, and the laws of the Republic of Korea govern this contract. You and Microsoft irrevocably agree to exclusive original jurisdiction and venue of the Seoul District Court for all disputes arising out of or relating to this contract.
(h) If you live in or your business is headquartered in Taiwan, you are contracting with Microsoft Taiwan Corp., 8F, No 7 Sungren Road, Shinyi Chiu, Taipei, Taiwan 110, and the laws of Taiwan govern this contract. You and Microsoft irrevocably designate the Taipei District Court as the court of first instance having jurisdiction over any disputes arising out of or in connection with this contract.
23. Binding Arbitration and Class Action Waiver If You Live in the United States.
This section applies to any dispute EXCEPT IT DOESN’T INCLUDE A DISPUTE RELATING TO THE ENFORCEMENT OR VALIDITY OF YOUR, MICROSOFT’S, OR EITHER OF OUR LICENSORS’ INTELLECTUAL PROPERTY RIGHTS. The term “dispute” means any dispute, action, or other controversy between you and Microsoft concerning the services (including their price) or this agreement, whether in contract, warranty, tort, statute, regulation, ordinance, or any other legal or equitable basis. “Dispute” will be given the broadest possible meaning allowable under law.
23.1. Notice of Dispute. In the event of a dispute, you or Microsoft must give the other a Notice of Dispute, which is a written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the dispute, and the relief requested. You must send any Notice of Dispute by U.S. Mail to Microsoft Corporation, ATTN: LCA ARBITRATION, One Microsoft Way, Redmond, WA 98052-6399, US. A form is available on the Legal and Corporate Affairs (LCA) website (http://go.microsoft.com/fwlink/?LinkId=245499). Microsoft will send any Notice of Dispute to you by U.S. Mail to your address if we have it, or otherwise to your email address. You and Microsoft will attempt to resolve any dispute through informal negotiation within sixty (60) days from the date the Notice of Dispute is sent. After sixty (60) days, you or Microsoft may commence arbitration.
23.2. Small claims court. You may also litigate any dispute in small claims court in your county of residence or King County, Washington, if the dispute meets all requirements to be heard in the small claims court. You may litigate in small claims court whether or not you negotiated informally first.
23.3. Binding arbitration. If you and Microsoft don't resolve any dispute by informal negotiation or in small claims court, any other effort to resolve the dispute will be conducted exclusively by binding arbitration as described in this section. You are giving up the right to litigate (or participate in as a party or class member) all disputes in court before a judge or jury. Instead, all disputes will be resolved before a neutral arbitrator, whose decision will be final except for a limited right of appeal under the Federal Arbitration Act. Any court with jurisdiction over the parties may enforce the arbitrator’s award.
23.4. Class action waiver. Any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor Microsoft will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.
23.5. Arbitration procedure. Any arbitration will be conducted by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules. If you are an individual and use the services for personal or household use, or if the value of the dispute is $75,000 or less whether or not you are an individual or how you use the services, its Supplementary Procedures for Consumer-Related Disputes will also apply. For more information, see the American Arbitration Association website (http://go.microsoft.com/fwlink/?LinkId=248505) or call 1-800-778-7879. To commence arbitration, submit the form available on the Legal and Corporate Affairs (LCA) website (http://go.microsoft.com/fwlink/?LinkId=245497) to the AAA. You agree to commence arbitration only in your county of residence or in King County, Washington, US. Microsoft agrees to commence arbitration only in your county of residence. You may request a telephonic or in-person hearing by following the AAA rules. In a dispute involving $10,000 or less, any hearing will be telephonic unless the arbitrator finds good cause to hold an in-person hearing instead. The arbitrator may award the same damages to you individually as a court could. The arbitrator may award declaratory or injunctive relief only to you individually, and only to the extent required to satisfy your individual claim.
23.6. Arbitration fees and incentives.
23.6.1. Disputes involving $75,000 or less. Microsoft will promptly reimburse your filing fees and pay the AAA’s and arbitrator’s fees and expenses. If you reject Microsoft’s last written settlement offer made before the arbitrator was appointed (“Microsoft’s last written offer”), your dispute goes all the way to an arbitrator’s decision (called an “award”), and the arbitrator awards you more than Microsoft’s last written offer, Microsoft will give you three incentives: (i) pay the greater of the award or $1,000; (ii) pay twice your reasonable attorney’s fees, if any; and (iii) reimburse any expenses (including expert witness fees and costs) that your attorney reasonably accrues for investigating, preparing, and pursuing your claim in arbitration. The arbitrator will determine the amount of fees, costs, and expenses unless you and Microsoft agree on them.
23.6.2. Disputes involving more than $75,000. The AAA rules will govern payment of filing fees and the AAA’s and arbitrator’s fees and expenses.
23.6.3. Disputes involving any amount. In any arbitration you commence, Microsoft will seek its AAA or arbitrator’s fees and expenses, or your filing fees it reimbursed, only if the arbitrator finds the arbitration frivolous or brought for an improper purpose. In any arbitration Microsoft commences, Microsoft will pay all filing, AAA, and arbitrator’s fees and expenses. Microsoft won't seek its attorney’s fees or expenses from you in any arbitration. Fees and expenses are not counted in determining how much a dispute involves.
23.6.4. Conflict with AAA rules. This agreement governs to the extent it conflicts with the AAA’s Commercial Arbitration Rules and Supplementary Procedures for Consumer-Related Disputes.
23.6.5. Claims or disputes must be filed within one year. To the extent permitted by law, any claim or dispute under this agreement must be filed within one year in small claims court (Section 23.2), an arbitration proceeding (Section 23.3), or in court, if Section 23.6.6 permits the dispute to be filed in court instead of arbitration. The one-year period begins when the claim or Notice of Dispute first could be filed. If a claim or dispute isn't filed within one year, it's permanently barred.
23.6.6. Severability. If the class action waiver in section 23.4 is found to be illegal or unenforceable as to all or some parts of a dispute, then Section 23 won't apply to those parts. Instead, those parts will be severed and proceed in a court of law, with the remaining parts proceeding in arbitration. If any other provision of this Section 23 is found to be illegal or unenforceable, that provision will be severed with the remainder of Section 23 remaining in full force and effect.