Microsoft Cognitive Services Terms

Part A – Agreement

1. This Microsoft Cognitive Services Terms (“Agreement”), also referred to as the Microsoft Cognitive Services Preview Terms, is a contract between you and the Microsoft company listed in part H (“Microsoft”). This Agreement applies to the Service Components (defined below).
2. This Agreement limits our liability in part F. Please read it carefully.

Part B – Definitions and relationship to existing agreements

1. In this Agreement:

   APIs means Service Components that include “API” in their names.

   Application means your software, service, or website that adds primary and significant functionality to APIs and that is not primarily a substitute for one or more Service Components.

   Data means all data, including all text, audio, images (including video), and software, that are provided to Microsoft by you or your Application (including on behalf of End Users), through the Service Components.

   End User means you, any person you permit to access data hosted in the Service Components or otherwise use the Service Components, and any user of your Application.

   Model Builders means Service Components that include “Model Builder” in their names.

   Preview means preview, beta, or other pre-release features, services, software, or regions offered by Microsoft to obtain customer feedback.

   Search APIs means Service Components that include “Search” in their names. The Search APIs are subject to important obligations in addition to those applicable to the other APIs. Those additional obligations are in part E. The free of charge tier of service is available under this Agreement.

   Service Components means the products and services described at https://go.microsoft.com/fwlink/?LinkId=691350&clcid=0x415

2. Relationship to existing agreements. If you subscribe to the Service Components under an existing agreement (“Existing Agreement”) that includes the Microsoft Online Services Terms (“OST”) (for example, where you subscribe through volume licensing or the Microsoft Online Subscription Agreement), you acknowledge that any Service Components you subscribe to under an Existing Agreement are Previews that are made available to you on the condition that you agree to the use, privacy, data, security, and other terms in parts B, C, and D of this Agreement, which supplement your Existing Agreement. Previews are provided “as-is”, “with all faults”, “as available”, and are excluded from service level agreements and limited warranties. Previews may not be covered by customer support. We may change or discontinue Previews at any time without notice. We also may choose not to release a Preview into “General Availability”. The Privacy and Security Terms of the OST and the Data Retention section in the General Terms of the OST do not apply to the Service Components. Microsoft is not obliged to provide any means to access and extract Data from Service Components, and you acknowledge that the Service Components may not provide any means to access and extract Data. Microsoft has no obligation to delete Data. For the avoidance of doubt, in this section B.2 references to Data include Customer Data as that term is defined in the OST. We may update this Agreement in accordance with section G.1.

Part C – Use rights and restrictions

1. Use rights. Your Application may, subject to the terms of this Agreement and subject to Microsoft granting you access to the applicable Service Components, interact with the APIs.
2. During the term of your subscription and subject to your compliance with this Agreement (and only if Microsoft has granted you access to the applicable Service Component), Microsoft provides you a non-exclusive, nontransferable, non-sublicensable, worldwide license to:
   1. use Model Builders to build models to deploy as corresponding APIs;
   2. transmit data to, and receive results from, the APIs, limited solely to your own use within your Application;
   3. allow End Users to use features of your Application that use the APIs, if the Application is accompanied by an acknowledgment and privacy statement for End Users of the Application that complies with this Agreement; and
   4. use the other Service Components solely in support of you exercising your rights in this Agreement.
3. Access credentials and keys. Microsoft will provide you with the means for obtaining unique access credentials to access: (a) the Model Builders and (b) the APIs, solely for the purposes stated in this Agreement. You are solely responsible for: (a) keeping your access credentials confidential; (b) any and all activities that occur under your access credentials; and (c) any and all use of the API keys Microsoft provides to you. You must promptly notify Microsoft of any unauthorized use of your access credentials, your API keys, or any other breach of security. Microsoft will not be liable for any loss that you incur if someone else uses your access credentials or API keys, 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 or API keys.
4. Use restrictions. When using the Service Components, you must comply with the terms of this Agreement, the terms for the applicable Marketplace Service and all applicable laws. You must also obey any policies, codes of conduct, and notices Microsoft provides. The Service Components may not be available in all countries. You, and any third party working on your behalf, may not:
   1. Distribute, sell, resell, loan, rent, lease, sublicense, redistribute, assign or otherwise share or dispose your access credentials or API keys, or any part thereof, to any third party including to any affiliate;
   2. Syndicate, distribute, publish, facilitate, enable, or allow access or linking to the APIs in any manner except directly to End Users through the Application;
   3. Modify, reverse engineer or otherwise alter the Service Components (except to the extent this is authorized by applicable law notwithstanding this limitation):
   4. Use, retain, store, cache, share, or distribute any data from the Service Components for the purpose of testing, developing, training, distributing or making available any non-Microsoft service or feature that is comparable to the Service Components;
   5. Use the Service Components in any way prohibited by law, regulation, governmental order or decree;
   6. Misrepresent your identity or interfere with any other party's use and enjoyment of the Service Components;
   7. Damage, disable, overburden, abuse, degrade, or impair the Service Components (or any network connected to the APIs);
   8. Use or attempt to use any unauthorized means to modify, reroute, or gain access to the Service Components;
   9. Use the Service Components to defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
   10. Send advertising or spam (including unwanted or unsolicited bulk email, postings, contact requests, SMS (text messages), or instant messages);
   11. Use the Service Components in connection with any Application that is used by or targeted to children under the age of fourteen;
   12. Knowingly transmit any virus, worm, defect, 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;
   13. Use the Service Components in any Application or situation where failure of the Service Components could lead to the death or serious bodily injury of any person, or to severe physical or environmental damage; and
   14. Remove, modify, or tamper with any notice or link that is incorporated into the Service Components.
5. Technical measures. If Microsoft believes that you are making unauthorized or improper use of any Service Components, or Microsoft deems it necessary to protect our customers, End Users, or to counteract a breach of this Agreement, Microsoft may take such action as it deems appropriate without notice to you. These actions may include, for example, investigating your use of the APIs, filtering to stop spam or increase security, and blocking and reducing access to the Service Components from a particular access credential, internet domain, or IP address or by any means, at Microsoft’s discretion. These actions may hinder or prevent your use of the Service Components. You must not take steps to circumvent any technical measures Microsoft may put in place to enforce these actions. Microsoft also may, in its sole discretion, limit the: (a) rate at which the Service Components, or any subset of them, may be called or made available; and (b) the length of individual content segments that may be uploaded to, or served from, the Service Components (all of the foregoing being forms of "Throttling"). Microsoft may perform this Throttling globally across the Service Components, per End User, or on any other basis. You will not take steps to circumvent or disable any technical measures Microsoft may put in place to enforce Throttling. 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 remove any information or materials, in whole or in part.
6. Required updates to Service Components. Microsoft may require you to obtain and use the most recent versions of Service Components. Modifications may affect your ability to use the Service Components 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 cancel your subscription and stop using the Service Components. Your continued use of the Service Components following any posted update or change to the API will constitute your binding acceptance to the update or change. Microsoft will not be liable for any costs that you incur, or for lost profits or damages of any kind, related to any such modification.

Part D – Data and privacy

1. End User consent. You will obtain consent from all End Users (and any person whose Data you transmit to the APIs) to your use of the Service Components and Microsoft’s use of the Data in accordance with this Agreement. You will give End Users prominent notice of your privacy policy through your Application. Such privacy policy, at a minimum, must include a full, accurate, and clear disclosure regarding the collection and use of Data through your Application, including disclosure to End Users of any Service Components you are using, and disclosure that the Data will be sent to you and Microsoft nationally or in another country or region. An Application that processes images (including video) must include a prominent notice that the End User must obtain consent from any person whose image will be processed by your Application. An Application that processes audio must include a prominent notice that the End User must obtain consent from any person whose voice will be processed by your Application.
2. Privacy-related laws. You will comply with all applicable legal requirements regarding privacy, the collection, use and transfer of biometric data, the use of data for discriminatory purposes, the collection of information from children, and laws regarding the collection of communications, including any applicable laws and regulations requiring consent for collection of voice input, likenesses, and biometric information. You control access by End Users, and you are responsible for their use of the Service Components in accordance with this Agreement.
3. Service IDs. When End User Data is sent to Microsoft, Microsoft may receive unique IDs to distinguish requests and responses. These IDs do not provide any information that allows Microsoft to personally identify End Users.
4. Microsoft use of Data. You are solely responsible for the content of the Data. You grant to Microsoft and will secure and maintain all rights in the Data necessary for us to: (i) operate in accordance with this Agreement; (ii) provide the Service Components; (iii) protect data subjects; and (iv) improve the Service Components and other Microsoft products and services, without violating the rights of any third party or otherwise obligating Microsoft to you or to any third party. Microsoft does not and will not assume any obligations with respect to the Data or to your use of the Service Components other than as expressly set forth in this Agreement or as required by applicable law. Microsoft does not control, verify, or endorse the Data.
5. Attribution. When using the Service Components (other than Search APIs, for which attribution is described in section E.2), you will provide attribution that is reasonably prominent for End Users as follows:

   Attribution to the Service Component(s) will be displayed on the splash screen at Application start-up on applications designed for screen sizes of smart phones and larger. For applications designed for smaller screens (e.g., watches) or no screens, you will display attribution on the about page of the Application. For web pages, you will display attribution in a reasonably accessible page footer or other similarly prominent location. For scenarios where an End User’s first or primary interaction with your Application is through an interactive communications interface (such as a chat, messages, or a social media service), you will display attribution in the first communication you send. Attribution should read “powered by Microsoft Cognitive Services” and provide a hyperlink to the Microsoft Cognitive Services website at https://microsoft.com/cognitive-services/

6. Microsoft Privacy Statement. You acknowledge and agree that the Microsoft Privacy Statement at https://go.microsoft.com/fwlink/?LinkId=521839&clcid=0x415 applies and governs over other privacy statements with respect to the Service Components. The Enterprise Products section of the Microsoft Privacy Statement does not apply to the Service Components. In the event of a conflict between the Microsoft Privacy Statement and the terms of this Agreement, the terms of the Agreement will control.

Part E – Additional terms for Bing Search APIs

1. You must comply with the Bing Search Use and Display Requirements for the Search APIs, which are available https://aka.ms/r1j7jq. You must use results you obtain through the Search APIs only in Internet search experiences (as defined in the use and display requirements) and must not cache or copy results.

Part F – Limitation of liability

1. No warranty. Microsoft provides the Service Components "as is," "with all faults," and "as available". Microsoft does not guarantee the suitability, reliability, availability, accuracy or timeliness of the Service Components or their output. Microsoft does not guarantee that availability of the Service Components will be uninterrupted, secure, error-free or that data loss will not occur.
2. You acknowledge that computer and telecommunications systems are not fault-free and occasional periods of downtime will occur. You acknowledge that Microsoft may provide the Service Components from another country or region, and that Microsoft does not guarantee availability in any specific country or region.
3. Microsoft gives no express warranties, guarantees, or conditions. Microsoft disclaims all warranties with regard to the Service Components. This includes any implied warranties (e.g., those of merchantability, fitness for a particular purpose, workmanlike effort, title, and non-infringement).
4. You may have additional consumer rights under your local laws that this Agreement cannot change.
5. Limitation of liability. YOU CAN RECOVER FROM MICROSOFT, OUR SUPPLIERS, LICENSORS, AND AFFILIATES (“COVERED PARTIES”) FOR ALL SUCCESSFUL CLAIMS ONLY DIRECT DAMAGES UP TO U.S. $500. 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 AGREEMENT, FOR EXAMPLE:
   • THE SERVICE COMPONENTS;
   • 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 SERVICE COMPONENTS;
   • INCOMPATIBILITY BETWEEN THE SERVICE COMPONENTS 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 SERVICE COMPONENTS 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 A COVERED PARTY KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF THE DAMAGES.

6. THIS AGREEMENT DOES NOT EXCLUDE OR RESTRICT LIABILITY FOR DEATH OR PERSONAL INJURY ARISING FROM A COVERED PARTY’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.

Part G – General

1. Updates to this Agreement. You can view the current version of this Agreement at: https://go.microsoft.com/fwlink/?LinkId=533207&clcid=0x415. Microsoft may update this Agreement by posting new terms and conditions at this URL. The new terms and conditions will automatically take effect and apply to your use of the Service Components after 30 days from posting. If you do not accept the new terms and conditions, you must stop using the Service Components within the 30-day period from the posting of the new terms and conditions.
2. Your use of certain elements of the Service Components may be subject to additional guidelines, posted notices, codes of conduct, or the terms for the applicable Marketplace Service. These are incorporated by reference into this Agreement. Any documents or websites incorporated into this Agreement 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 Agreement.
3. Microsoft may change Service Components or remove Service Components at any time and for any reason.
4. Term. This Agreement starts on the date you accept it. It continues until this Agreement is terminated, or your access to the Service Components is terminated, whichever occurs first.
5. Termination. Microsoft may terminate this Agreement, or your access to the Service Components, at any time and for any reason on 10 days’ advance notice. Microsoft may suspend your access to the Service Components at any time and for any reason immediately on notice. Upon termination or suspension, your right to use the Service Components stops immediately. You may terminate the Agreement, with or without cause, upon notice to us by contacting Microsoft cognitive services support. Either party may terminate access to APIs that are accessed by way of the Marketplace Service by terminating in accordance with the terms for the Marketplace Service. Either party may also terminate this Agreement 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.
6. Survival. The following sections will survive termination or expiration of the Agreement: B.4, B.5, and parts D-H.
7. Marketplace Service. You agree to subscribe to the APIs you use by way of the Microsoft Azure Portal, the Microsoft Azure Marketplace Service, or another subscription service provided by Microsoft for that purpose (“the Marketplace Service”). This Agreement does not grant rights to use Microsoft Azure. Access to Microsoft Azure must be obtained and (as applicable) paid for separately. For more information on using and purchasing access to Microsoft Azure, please visit http://www.azure.com/.
8. The Microsoft Azure Marketplace Service is an online market place located at https://azuremarketplace.microsoft.com/pl-pl/marketplace/?source=datamarket/ where marketplace services, catalogues, data, applications, software, sites, information, materials, content and updates are made available to you. The Microsoft Azure Marketplace Service is governed by the terms of the Microsoft Windows Azure Marketplace Service Agreement at https://datamarket.azure.com/terms or a successor agreement (the "Microsoft Azure Marketplace Service Agreement"). If you use any Model Builder, you agree: (a) to the terms of the Microsoft Azure Marketplace Service Agreement; and (b) that Microsoft may subscribe you to the Microsoft Azure Marketplace without further notice.
9. Interpretation. All parts of this Agreement apply to the maximum extent permitted by law. A court may hold that you or Microsoft cannot enforce a part of this Agreement 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 Microsoft cannot enforce. The rest of this Agreement will not change. This is the entire Agreement between you and Microsoft regarding your use of the Service Components. It supersedes any prior contract or oral or written statements regarding your use of the Service Components and any prior version of the Agreement. Where the terms of this Agreement conflict with those of the Marketplace Service, the terms of this Agreement will prevail. The section titles in the Agreement do not limit the other terms of this Agreement.
10. Third party notices. Additional copyright notices and license terms applicable to portions of the Service Components may be set forth in the Third Party Notices file accompanying the Service Components. In addition to any terms and conditions of any third party license identified in the Third Party Notices file, the disclaimer of warranty and limitation on and exclusion of remedies and damages provisions of this agreement shall apply to all the Service Components.
11. No implied license. Microsoft retains all rights, title, and interest in and to the Service Components. This includes all copyrights, patents, trade secrets, trademarks, and other intellectual property rights. Microsoft reserves all rights not expressly granted.
12. Copyright. All Service Components (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 Components. Microsoft or its suppliers own the title, copyright, and other intellectual property rights in the Service Components.
13. Trademarks. Information on Microsoft trademarks is available at http://www.microsoft.com/en-us/legal/intellectualproperty/trademarks/en-us.aspx. This Agreement does not grant or imply any rights to any Microsoft or supplier trademark, trade name or logo, except for the license in section E.6 to attribute the source of Search Results. The names of actual companies and products mentioned herein may be the trademarks of their respective owners.
14. 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 Component 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.
15. Feedback. If you give feedback about the Service Components 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 copyleft license or a license that requires Microsoft to license its software or documentation on particular terms as a consequence of Microsoft using or distributing software or documentation that includes your feedback.
16. Age of majority. By creating an account or accepting this Agreement, you represent that you are at least 18 years old or have reached the age of majority where you live, if that is more than 18 years of age. If you are under 18 or have not reached such age of majority, your parent or legal guardian must set up an account on your behalf and accept this Agreement.
17. Assignment. Microsoft may assign, transfer, sell, rent, lend or otherwise dispose our rights and obligations under this Agreement. 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 Agreement or any rights to use the Service Components to any other party. Any attempt to do so is void.
18. Notices. Microsoft may send you, in electronic form, information about the Service Components, additional information, and information the law requires Microsoft to provide. Microsoft may provide required information to you by email at the address you specified or used when you signed up for the Service Components. 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 Components.
19. Export. The Service Components 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 Service Components. These laws include restrictions on destinations, end users and end use. For additional information, see http://www.microsoft.com/exporting.

Part H - Contracting party, choice of law, and location for resolving disputes

1. 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 Agreement 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 Components. 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 Agreement.
2. 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 Agreement.
3. 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 Agreement 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 Components. 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 Agreement.
4. 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 Agreement. Any dispute arising out of or in connection with this Agreement, 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.
5. 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 Agreement 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 Agreement.
6. If you live in or your business is headquartered in China, you are contracting with Microsoft Corp., One Microsoft Way, Redmond, WA 98052, USA, and Washington State law governs this Agreement, regardless of conflict of laws principles. You and Microsoft irrevocably consent to the nonexclusive jurisdiction of the state or federal courts in King County, Washington.
7. 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 Agreement. 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 Agreement.
8. 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 Agreement. 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 Agreement.