Microsoft Open Value Organization Wide Program

Quote Total: £32,655.00

	Product Name		SKU	Quantity	Price	Total
Applications
	Microsoft®OfficeProfessionalPlus AllLng License/SoftwareAssurancePack OLV 1License NoLevel Enterprise 1Year Acquiredyear1		269-09645	35	£241.00	£8,435.00
	269-09645
	269-09645
Systems
	Microsoft®WinEntforSA AllLng Upgrade/SoftwareAssurancePack OLV 1License NoLevel Enterprise 1Year Acquiredyear1		CW2-00060	35	£70.00	£2,450.00
	CW2-00060
	CW2-00060
						1st Year Total	£10,885.00
	2nd Year Total	£10,885.00
	3rd Year Total	£10,885.00
						Grand Total	£32,655.00

Software Assurance Benefits

PLAN
New Version Rights for Applications	35 License(s)

New Version Rights for Windows Client	35 License(s)

Spread Payments	YES
USE
Windows VDA	35 License(s)

Roaming Rights	35 License(s)

Windows Enterprise	35 License(s)

Home Use Program (HUP)	YES

E-Learning - Systems	1 Program Code(s)

E-Learning - Applications	1 Program Code(s)

Program Comparison Table

Program	Year 1 Total	Year 2 Total	Year 3 Total	Year 4 Total	Year 5 Total	Year 6 Total	Total
Open Value Organization-Wide	£10,885.00	£10,885.00	£10,885.00	£5,064.14	£5,064.14	£5,064.14	£47,847.42
Open License	£32,461.10	£0.00	£11,916.10	£0.00	£11,916.10	£0.00	£56,293.30
Open Value	£12,845.00	£12,845.00	£12,845.00	£5,976.02	£5,976.02	£5,976.02	£56,463.06
Open Value Subscription	£6,895.00	£6,895.00	£6,895.00	£6,895.00	£6,895.00	£6,895.00	£41,370.00

Software Assurance Benefits Comparison Table

	Open Value Organization-Wide	Open License	Open Value	Open Value Subscription
PLAN
New Version Rights for Applications	X	*	*	*
New Version Rights for Windows Client	X	*	*	*
Spread Payments	X	*	*	*
USE
Windows VDA	X	*	*	*
Roaming Rights	X	*	*	*
Windows Enterprise	X	*	*	*
Home Use Program (HUP)	X	*	*	*
E-Learning - Systems	X	*	*	*
E-Learning - Applications	X	*	*	*

Disclaimer Notice:

Microsoft provides this material solely for informational purposes. The value and benefit gained under Microsoft Volume Licensing programs and through use of Microsoft software and services may vary by customer. Customers should refer to their agreements for a full understanding of their rights and obligations under Microsoft's Volume Licensing programs.

Notes:

This report is valid only for the following geographic area: United Kingdom

The prices shown are in British Pounds, and represent an estimated retail price on 11/06/2015 and relate to the licensing program chosen. The prices shown do not include any applicable taxes. Any amounts should not be considered as a commercial proposal from Microsoft.

Actual prices and payment terms may vary. Microsoft does not set final prices for licenses acquired through resellers. Final prices and payment terms for licenses acquired through resellers are determined by agreement between the customer and its reseller.

We endeavor to ensure the accuracy of the report but it is possible that the report may contain errors.

How To Buy

Contact a Volume Licensing reseller

If you're ready to acquire or renew Microsoft Volume Licenses, contact your Microsoft partner, speak with a Microsoft representative, or find an authorized reseller near you. If you are not currently working with a Microsoft partner, contact an authorized Microsoft reseller for complete pricing and purchase information.

Worldwide

If you are outside the United States and Canada, you can find a list of Volume Licensing contacts for your country or region on your regional Microsoft Volume Licensing Web site.

Find the Microsoft Volume Licensing Web site for your region

Product Use Rights

General License Terms

Defined Terms In This License Model (See Universal License Terms)

Licensed Device, Server

You have the rights below for each license you acquire.

You must assign each license to a single device.
You may install the software on the Licensed Device and a network Server.
Unless you license the software as an Enterprise Product or on a company-wide basis, you may also install the software on a single portable device.
You may use any number of copies of the software.
Each license permits only one user to access and use the software at a time.
Local use of the software running on the Licensed Device is permitted for any user.
Local use of the software running on a portable device is permitted for the primary user of the Licensed Device.
Remote use of the software running on the Licensed Device is permitted for the primary user of that device from any device or for any other user from another Licensed Device.
Remote use of the software running on a network Server is permitted for any user from a Licensed Device.

Media Elements And Templates

Microsoft grants you a license to copy, distribute, perform and display media elements (images, clip art, animations, sounds, music, video clips, templates and other forms of content) included with the software and the Office web apps in projects and documents, except that you may not: (i) sell, license or distribute copies of any media elements by themselves or as a product if the primary value of the product is the media elements; (ii) grant your customers rights to further license or distribute the media elements; (iii) license or distribute for commercial purposes media elements that include the representation of identifiable individuals, governments, logos, trademarks, or emblems or use these types of images in ways that could imply an endorsement or association with your product, entity or activity; or (iv) create obscene or scandalous works using the media elements. Other media elements, which are accessible on Office.com or on other websites through Office features, are governed by the terms on those websites.

Office Professional Plus 2013

The license terms that apply to your use of this product are the Universal License Terms, the General License Terms for this Licensing Model, and the following:

See Applicable Notices: Data Transfer, Bing Maps (See Appendix 1)

Additional Terms:

License Terms for Office Web Apps Server 2013

If Office Web Apps Server 2013 is included with the software, your use of it is subject to the terms that come the Office Web Apps Server 2013 software. You must accept those license terms in order to use the software.

Office Home & Student 2013 RT Commercial Use

Your Office Professional Plus 2013 license** modifies your right to use the software under a separately acquired Office Home & Student 2013 RT license, by waiving the prohibition against commercial use of the software.
You may permit the primary user of the Licensed Device under an Office Professional Plus 2013 license to use the software under a separately acquired Office Home & Student 2013 RT license as provided here.
Except for the allowance for commercial use of the software, all use remains subject to the terms and use rights provided with the Office Home & Student 2013 RT License.
Acquisition of the Office Professional Plus 2013 license does not create or extend any warranty or support obligation under the Office Home &Student 2013 RT license.

**See the Product List – a license for Office Professional Plus 2013 includes a license for Office Home and Student RT 2013 Commercial Use.

General License Terms

Defined Terms in this License Model (See Universal License Terms)

Licensed Device

“Primary user,” for purposes of this section, means the user who uses the device more than 50% of the time in any 90 day period.

You must permanently assign each license to a single device.
You may install one copy of the software on the Licensed Device or within a local virtual hardware system on the Licensed Device.
You may use the software on up to two processors.
Local use is permitted for any user.
Remote use is permitted for the primary user of the Licensed Device and for any other user from another Licensed Device or a Windows VDA Licensed Device.
Only one user may access and use the software at a time.
Another user can access the software at the same time, using Remote Assistance or similar technologies, solely to provide technical support.
You may connect up to 20 devices to the Licensed Device for file sharing, printing, Internet Information Services, Internet Connection Sharing or telephony services.
An unlimited number of connections are allowed for KMS activation or similar technology.

Validation

Validation verifies that the software has been activated and is properly licensed. It also verifies that no unauthorized changes have been made to the validation, licensing, or activation functions of the software. Validation may also check for certain malicious or unauthorized software related to such unauthorized changes. A validation check confirming that you are properly licensed permits you to continue to use the software, certain features of the software or to obtain additional benefits. You are not permitted to circumvent validation. This is to prevent unlicensed use of the software. For more information, see http://windows.microsoft.com/en-US/windows/help/genuine/faq.

The software will from time to time perform a validation check of the software. The check may be initiated by the software or Microsoft. To enable the activation function and validation checks, the software may from time to time require updates or additional downloads of the validation, licensing or activation functions of the software. The updates or downloads are required for the proper functioning of the software and may be downloaded and installed without further notice to you. During or after a validation check, the software may send information about the software, the computer and the results of the validation check to Microsoft. This information includes, for example, the version and product key of the software, any unauthorized changes made to the validation, licensing or activation functions of the software, any related malicious or unauthorized software found and the Internet protocol address of the computer. Microsoft does not use the information to identify or contact you, except that Microsoft may use and share the information to prevent unlicensed use of the software. By using the software, you consent to the transmission of this information. For more information about validation and what is sent during or after a validation check, see http://windows.microsoft.com/en-US/windows/genuine/privacy-statement.

If, after a validation check, the software is found to be counterfeit, improperly licensed, a non-genuine Windows product, or include unauthorized changes, the functionality and experience of using the software will be affected, for example:

Microsoft may repair the software, remove, quarantine or disable any unauthorized changes that may interfere with the proper use of the software, including circumvention of the activation or validation functions of the software, or check and remove malicious or unauthorized software known to be related to such unauthorized changes, or provide notices that the software is improperly licensed or a non-genuine Windows product, and you may receive reminders to obtain a properly licensed copy of the software, or need to follow Microsoft's instructions to be licensed to use the software and reactivate, and you may not be able to obtain certain updates or upgrades from Microsoft.

Icons, Images, and Sounds

While the software is running, you may access and use its icons, images, sounds, and media only from the licensed computer. You may not share the sample images, sounds and media provided with the software or use them for any other purpose.

Adobe Flash Player

The software may include a version of Adobe Flash Player. You agree that your use of the Adobe Flash Player is governed by the license terms for Adobe Systems Incorporated at http://go.microsoft.com/fwlink/?linkid=248532. Adobe and Flash are either registered trademarks or trademarks of Adobe Systems Incorporated in the United States and/or other countries.

Windows 8.1 Pro and Enterprise

The license terms that apply to your use of this product are the Universal License Terms, the General License Terms for this Licensing Model, and the following:

See Applicable Notices: Data Transfer, H.264/AVC, VC-1, and MPEG-4 Part 2, Potentially Unwanted Software (Notice I) (See Appendix 1)

Additional Terms:

Windows Apps

Windows apps (such as Mail, Calendar, and People) are apps that are developed by Microsoft, included with Windows, and licensed to you under this agreement. You can access each Windows app from its corresponding tile in Start. Some of the Windows apps provide an access point to online services, and the use of those services is sometimes governed by separate terms and privacy policies. You can view these terms and policies by looking at the app's settings. Unless other terms are displayed to you or presented in the app's settings, you agree the services that you access from the Windows apps are governed by the Microsoft Services Agreement at http://go.microsoft.com/fwlink/?linkid=246338 or for Windows apps that access Xbox services, the http://xbox.com/legal/livetou. We continuously work to improve the services and we may we change the services at any time. The services may not be available in certain countries. You may choose to uninstall any Windows app at any time, and you may also choose to reinstall any Windows app by downloading it from the Windows Store. Some Windows apps include advertising. You may choose to opt out of personalized advertising by visiting http://choice.live.com.

For Windows 8.1, Windows 8.1 K, Windows 8.1 KN:

Windows 8.1 and Windows 8.1 K include Windows Media Player and related technologies identified by the Korean Fair Trade Commission (KFTC) and a link to the Windows Live Messenger Download. Windows 8.1 KN does not include Windows Media Player or related technologies identified by the KFTC. Please see the Microsoft Product List at http://go.microsoft.com/?linkid=9839207 for details about which language versions and media fulfillment options are available for each of these editions.

Windows 8.1 K

The KFTC requires that the software contain links to a Media Player Center Web site and a Messenger Center Web site which have links to third party sites to enable you to download and install third party media players and instant messaging software. The third party sites are not under the control of Microsoft, and Microsoft is not responsible for the software or content of any third party sites, any links contained in third party sites, or any changes or updates to the third party software or sites. The inclusion of any link on the Media Player Center Web site or Messenger Center Web site does not imply an endorsement by Microsoft of the third party software, the site or its contents.

Additional Disclaimer of Warranties: Microsoft provides no warranty whatsoever with respect to the third party software referred to above.

Windows 8.1 KN

Inapplicable Windows Media Player Use Rights: The Windows digital rights management technology and Windows Media Player terms do not apply when running this software.

Notice Regarding the Absence of Windows Media Player: The software does not include Windows Media Player (as defined by the Korean Fair Trade Commission) or Windows Media Player related technologies such as Windows Media Center. As a result, you will need software from Microsoft or a third party in order to play or create audio CDs, media files and video DVDs, organize content in a media library, create playlists, convert audio CDs to media files, view artist and title information of media files, view album art of music files, transfer music to personal music players, or record and playback TV broadcasts.

Additional Disclaimer of Warranties: Microsoft provides no warranty whatsoever with respect to Windows media functionality, despite anything to the contrary in your volume licensing agreement.

Windows 8.1 N

Inapplicable Windows Media Player Use Rights: The Windows digital rights management technology and Windows Media Player terms do not apply when running this software.

Notice Regarding the Absence of Windows Media Functionality: The software does not include Windows Media Player (as defined by the European Commission) or Windows Media Player related technologies such as Windows Media Center. As a result, you will need software from Microsoft or a third party in order to play or create audio CDs, media files and video DVDs, organize content in a media library, create playlists, convert audio CDs to media files, view artist and title information of media files, view album art of music files, transfer music to personal music players, or record and playback TV broadcasts.

Additional Disclaimer of Warranties: Microsoft provides no warranty whatsoever with respect to Windows media functionality, despite anything to the contrary in your volume licensing agreement.

Universal License Terms

These license terms apply universally to your use of Microsoft software and online services licensed under your volume licensing agreement.

Definitions

Terms used in these Product Use Rights but not defined will have the definition provided in your volume licensing agreement. The following definitions also apply:

Additive CAL means a CAL that must be used on conjunction with a base CAL.

Additive External Connector License means an External Connector License that must be used in conjunction with a base External Connector License.

CAL means client access license. There are two kinds of CALs: user and device. A user CAL allows access to the server software from any device by one user. A device CAL allows access to the server software from one device by any user.

Client OSE means an OSE running a client operating system.

Clustered HPC Application means high performance computing applications that solve complex computational problems, or a set of closely related computational problems in parallel. Clustered HPC applications divide a computationally complex problem into a set of jobs and tasks which are coordinated by a job scheduler, such as provided by Microsoft HPC Pack, or similar HPC middleware, which distributes these in parallel across one or more computers operating within an HPC cluster.

Cluster Node means a device that is dedicated to running Clustered HPC Applications or providing job scheduling services for Clustered HPC Applications.

Core Factor means a numerical value associated with a specific physical processor for purposes of determining the number of licenses required to license all of the physical cores on a server.

Core Infrastructure Server (CIS) software means the set of individual Microsoft products for which you are granted use, access or management rights under a particular edition of the CIS Suite license. CIS software includes the latest versions of those products made available during the term of your Software Assurance coverage (and any prior version).

Customer Data means all data, including all text, sound, or image files and software that are provided to us by, or on behalf of, you through your use of the online service.

Cycle Harvesting Node means a device that is not dedicated to running Clustered HPC Applications or job scheduling services for Clustered HPC Applications.

External Connector License means a license attached to a Server that permits access to the server software by External Users.

External Users means users that are not either your or your Affiliates' employees, or your or your affiliates' onsite contractors or onsite agents.

Hardware Thread means either a Physical Core or a hyper-thread in a Physical Processor.

High Performance Computing (“HPC”) Workload means a workload where the server software is used to run a Cluster Node and is used in conjunction with other software as necessary to permit security, storage, performance enhancement and systems management on a Cluster Node for the purpose of supporting the Clustered HPC Applications.

Instance means an image of software that is created by executing the software's setup or install procedure or by duplicating an existing Instance.

Licensed Device means the single physical hardware system to which a license is assigned. For purposes of this definition, a hardware partition or blade is considered to be a separate device.

Licensed Server means the single Server to which a license is assigned. For purposes of this definition, a hardware partition or blade is considered to be a separate Server.

Licensed User means the single person to whom a license is assigned.

Management License means a license that permits management of one or more OSEs. There are two categories of Management Licenses: Server Management License and Client Management License. There are three types of Client Management Licenses: User, OSE and device. A User Management License permits management of any OSE accessed by one user; an OSE Management License permits management of one OSE accessed by any user; a device Management License (Core CAL or Enterprise CAL Suite) permits management of any OSE on one device.

Managing an OSE means to solicit or receive data about, configure, or give instructions to the hardware or software that is directly or indirectly associated with the OSE. It does not include discovering the presence of a device or OSE.

Non-Microsoft Product means any software, data, service, website or other product licensed, sold or otherwise provided to you by an entity other than us, whether you obtained it via our online services or elsewhere.

Operating System Environment (OSE) means all or part of an operating system Instance, or all or part of a virtual (or otherwise emulated) operating system Instance which enables separate machine identity (primary computer name or similar unique identifier) or separate administrative rights, and instances of applications, if any, configured to run on the operating system Instance or parts identified above. There are two types of OSEs, physical and virtual. A physical hardware system can have one Physical OSE and/or one or more Virtual OSEs.

Physical Core means a core in a Physical Processor.

Physical OSE means an OSE that is configured to run directly on a physical hardware system. The operating system Instance used to run hardware virtualization software (e.g. Microsoft Hyper-V Server or similar technologies) or to provide hardware virtualization services (e.g. Microsoft virtualization technology or similar technologies) is considered part of the Physical OSE.

Physical Processor means a processor in a physical hardware system.

Production Environment means any Physical or Virtual OSE running a production workload or accessing production data, or any Physical OSE hosting one or more Virtual OSEs running production workloads or accessing production data.

Qualifying Third Party Device means a device that is not controlled, directly or indirectly, by you or your affiliates (e.g., a third party's public kiosk).

Running Instance means an Instance of software that is loaded into memory and for which one or more instructions have been executed. (You “Run an Instance” of software by loading it into memory and executing one or more of its instructions.) Once running, an Instance is considered to be running (whether or not its instructions continue to execute) until it is removed from memory.

SL means subscription license.

Server means a physical hardware system capable of running server software.

Server Farm means a single data center or two data centers each physically located:

in a time zone that is within four hours of the local time zone of the other (Coordinated Universal Time (UTC) and not DST), and/or
within the European Union (EU) and/or European Free Trade Association (EFTA).

VDI Licensed Device means a device to which you assign a VDI suite license and from which you access and remotely use virtual Client OSEs.

VDI Host means a device on which you host virtual Client OSEs running software you access and remotely use from VDI Licensed Devices.

VDI Software means the Microsoft software for which you are granted use, access or management rights under the VDI Suite license.

Virtual Core means the unit of processing power in a virtual hardware system. A Virtual Core is the virtual representation of one or more hardware threads.

Virtual OSE means an OSE that is configured to run on a virtual hardware system.

Virtual Processor means a processor in a virtual hardware system. Solely for licensing purposes under the Server: Per Processor Licensing Model, a virtual processor is considered to have the same number of threads and cores as each physical processor on the underlying physical hardware system.

Web Workloads (also referred to as “Internet Web Solutions”) are publicly accessible and consist solely of web pages, websites, web applications, web services, and/or POP3 mail serving. For clarity, access to content, information, and applications served by the software within an Internet Web Solution is not limited to your or your affiliates' employees.

Software in Internet Web Solutions is used to run:

web server software (for example, Microsoft Internet Information Services), and management or security agents (for example, the System Center Operations Manager agent).
database engine software (for example, Microsoft SQL Server) solely to support Internet Web Solutions.
the Domain Name System (DNS) service to provide resolution of Internet names to IP addresses as long as that is not the sole function of that instance of the software.

Your Use Rights

If you comply with your volume licensing agreement, you may use the software and online services as expressly permitted in these Product Use Rights.

Rights to use other versions

For any permitted copy or instance, you may create, store, install, run or access in place of the version licensed, a copy or instance of a prior version, different permitted language version, or different available platform version (for example, 32 bit or 64 bit). You may use different versions of components only as permitted under the Product-Specific License Terms. The use of an earlier version under these downgrade rights does not extend the support lifecycle of the earlier version.

Third Party Software

The software may contain third party proprietary programs that are licensed under separate terms that are presented to you. The software may also contain third party open source programs that Microsoft, not the third party, licenses to you under Microsoft's license terms. Notices, if any, for the third party open source programs are included for your information only.

Pre-release Code

Pre-release code is subject to any specific terms that accompany it.

Updates and Supplements

We may update or supplement the software you license. If so, you may use that update or supplement with the software, subject to any additional terms that accompany the update or supplement.

No Commercial Hosting

You may not host the products for commercial hosting services.

Technical Limitations

You must comply with any technical limitations in the products that only allow you to use them in certain ways. You may not work around them.

Other Rights

Rights to access the software on any device do not give you any right to implement Microsoft patents or other Microsoft intellectual property in software or devices that access that device.

Documentation

Any person that has valid access to your computer or internal network may copy and use the documentation for your internal reference purposes. Documentation does not include electronic books.

Outsourcing Software Management

You may install and use permitted copies of the software on Servers and other devices that are under the day-to-day management and control of third parties, provided all such Servers and other devices are and remain fully dedicated to your use. You are responsible for all of the obligations under your volume licensing agreement regardless of the physical location of the hardware upon which the software is used.

License Reassignment

Most, but not all, licenses may be reassigned from one device or user to another. The general rules governing license reassignment are described below, along with some special rules for certain products and license types.

Limitations on License Reassignment

Except as permitted below, you may not reassign licenses on a short-term basis (within 90 days of the last assignment), nor may you reassign licenses for Rental Rights, or Software Assurance separately from the underlying license to which the Software Assurance is attached.

Condition on License Reassignment

When you reassign a license from one device or user to another, you must remove the software or block access from the former device or from the former user's device.

Special Considerations for Certain Products and License Types

CALs, Management Licenses and User/Device Subscription Licenses (SLs). You may reassign a CAL, Management License or user or device SL on a short-term basis, to cover a user's absence or the unavailability of a device that is out of service. Reassignment of these licenses for any other purpose or timeframe must be permanent. This right does not apply to Enterprise Mobility Suite Add-on User SLs, Enterprise Mobility Suite User SLs, Windows desktop operating system User SLs, or Window Virtual Desktop Access (VDA) licenses or User SLs.
Early Reassignment Due to Hardware Failure. You may reassign sooner than within 90 days of the last assignment if you retire the Licensed Device or server due to permanent hardware failure. This right applies to: all server licenses (other than CALs and Management Licenses), Enterprise Mobility Suite and Enterprise Mobility Suite Add-on User SLs, Windows Virtual Desktop Access subscription licenses, VDI suites, and Visual Studio Load Test Virtual User Pack 2010.
Reassignment of Software Assurance Related Rights. Licenses that are granted or acquired in connection with Software Assurance coverage (e.g., Windows Thin PC, MDOP, User SLs for Software Assurance) generally must be reassigned as and when the qualifying license and Software Assurance are reassigned.
Subscription Licenses for the Windows desktop operating system. You may reassign your Windows (VDA) subscription licenses and Software Assurance for the Windows desktop operating system User SLs, subject to the general limitation against short-term reassignment and assignment rules stated in the Product List.
Reassignment of Software Assurance for Windows per Device and Windows Industry operating systems. You may reassign Software Assurance coverage and the underlying Windows Enterprise Upgrade license or Windows Industry Enterprise Upgrade license to a replacement device, but not on a short-term basis, and only if that replacement device is licensed for a qualifying operating system as required in the Product List; provided, however, you must remove any related desktop operating system upgrades from the former device. Reassignment of a Windows Enterprise Upgrade license or Windows Industry Enterprise Upgrade license may only be done if the upgrade license is covered by active Software Assurance.
License Mobility within Server Farms and Server Re-partitioning. You may reassign certain server licenses on a short-term basis under License Mobility within Server Farms rights and Server Repartitioning.

Product Activation

Some products and online services are protected by technological measures and require activation and a Volume License product key to install or access them. Activation associates the use of the software with a specific device. For information about when activation or a product key is required, see the Product Activation section on http://www.microsoft.com/licensing/activation. You are responsible for both the use of product keys assigned to you and activation of products using your Key Management Service (KMS) machines. Volume License product keys are confidential and subject to the confidentiality provision in your volume licensing agreement with Microsoft. You may not disclose product keys to third parties at any time, even after your volume licensing agreement with Microsoft terminates or expires and notwithstanding any time limitation to the contrary.

KMS and Multiple Activation Key (MAK) Activation

During Multiple Activation Key (MAK) activation, the software will send information about the software and the device to Microsoft. During Key Management Service (KMS) host activation, the software will send information about the KMS host software and the host device to Microsoft. KMS client devices activated using KMS do not send information to Microsoft. However, they require periodic reactivation with your KMS host. The information sent to Microsoft during MAK or KMS host activation includes:

the version, language and product key of the software
the Internet protocol address of the device
information derived from the hardware configuration of the device.

For more information, see http://www.microsoft.com/licensing/existing-customers/product-activation.aspx. By using the software, you consent to the transmission of this information. Before you activate, you have the right to use the version of the software installed during the installation process. Your right to use the software after the time specified in the installation process is limited unless it is activated. This is to prevent its unlicensed use. You are not licensed to continue using the software after that time if you do not activate it. If the device is connected to the Internet, the software may automatically connect to Microsoft for activation. You can also activate the software manually by Internet or telephone. If you do so, Internet and telephone service charges may apply. Some changes to your computer components or the software may require you to reactivate the software. The software will remind you to activate it until you do.

Proper Use of KMS

You may not provide unsecured access to your KMS machines over an uncontrolled network such as the Internet.

Unauthorized Use of MAK or KMS Keys

Microsoft may take any of these actions related to unauthorized use or disclosure of MAK or KMS keys: prevent further activations, deactivate, or otherwise block the product key from activation or validation.

Key deactivation may require the customer to acquire a new product key from Microsoft.

Additional Functionality/Optional Service

We may provide additional functionality for or an optional add-on service to the products. Other license terms or use rights, and fees may apply.

Using More than One Product or Functionality Together

You need a license for each product and separately licensed functionality used on a device or by a user. For example, if you use Office on Windows, you need licenses for both Office and Windows. Likewise, to access Remote Desktop Services in Windows Server you need both a Windows Server CAL and a Remote Desktop Services CAL.

Font Components

While you run the software or use an online service provided by Microsoft, you may use the fonts included with or installed by that software or online service, respectively, to display and print content. You may only embed fonts in content as permitted by the embedding restrictions in the fonts; and temporarily download them to a printer or other output device to print content.

Windows Software Components

The software includes one or more of the following Windows Software Components: Microsoft .NET Framework, Microsoft Data Access Components, Powershell software and certain .dlls related to Microsoft Build, Windows Identity Foundation, Windows Library for JAVAScript, Debghelp.dll, and Web Deploy technologies. All these are part of Windows software. Except as provided in Benchmark Testing below, the license terms for Microsoft Windows apply to your use of these components.

Benchmark Testing

Software

You must obtain Microsoft's prior written approval to disclose to a third party the results of any benchmark test of the server software or additional software that comes with it. This applies to products in the Microsoft Servers or Microsoft Developer Tools Licensing Models (see Table of Contents). This does not apply to the .NET Framework (see below) or to Windows Server. It, however, does apply to SQL Technology, in any, licensed with these products.

Microsoft .NET Framework

The software may include one or more components of the .NET Framework (“.NET Components”). If so, you may conduct internal benchmark testing of those components. You may disclose the results of any benchmark test of those components, provided that you comply with the conditions set forth at http://go.microsoft.com/fwlink/?LinkID=66406. Notwithstanding any other agreement you may have with Microsoft, if you disclose such benchmark test results, Microsoft shall have the right to disclose the results of benchmark tests it conducts of your products that compete with the applicable .NET Component, provided it complies with the same conditions set forth at http://go.microsoft.com/fwlink/?LinkID=66406.

Products That Include SQL Server Technology

If your edition of the software includes a SQL Server database software product licensed under the Product-Specific license terms (“SQL Server Database”) you may run that SQL Server Database in one or more physical or virtual operating system environments on any of your servers to support the software. You may also use the same instances of SQL Server Database to support other products that include any version of SQL Server Database. You do not need SQL Server CALs for such use.

You may not share that instance to support any product that is not licensed with SQL Server Database.

If your edition of the software includes SQL Server-branded components other than a SQL Server Database, such components are licensed to you under the terms of their respective licenses. Such licenses may be found:

in the “legal”, “licenses” or similarly named folder in the installation directory of the software, and may be contained in standalone license agreements or appended to the software's license agreement; or
through the software's unified installer.

If you do not agree to a SQL Server-branded component's license terms, you may not use the component.

SQL Server Reporting Services Map Report Item

Power View and SQL Reporting Services Map Item both include use of Bing Maps, including geocodes, within Power View or SQL Reporting Services Map Item. Your use of Bing Maps is also governed by the Bing Maps End User Terms of Use available at: http://go.microsoft.com/?linkid=9710837and the Bing Maps Privacy Statement available at: http://go.microsoft.com/fwlink/?LinkID=248686.

Multiplexing

Hardware or software you use to pool connections, reroute information, reduce the number of devices or users that directly access or use the product, or reduce the number of operating system environments (or OSEs), devices or users the product directly manages, (sometimes referred to as “multiplexing” or “pooling”), does not reduce the number of licenses of any type that you need.

System Center Packs

The license terms for the applicable System Center products apply to your use of Management Packs, Configuration Packs, Process Packs and Integration Packs included with the software.

Distributable Code

The software or online service may include code that you are permitted to distribute in programs you develop if you comply with the terms below.

Right to Use and Distribute

The code and text files listed below are “Distributable Code.” These Product Use Rights may provide rights to other Distributable Code.

REDIST.TXT Files: You may copy and distribute the object code form of code listed in REDIST.TXT files.
Sample Code: You may modify, copy, and distribute the source and object code form of code marked as “sample.”
OTHER-DIST.TXT Files: You may copy and distribute the object code form of code listed in
OTHER-DIST.TXT files.
Third Party Distribution: You may permit distributors of your programs to copy and distribute the Distributable Code as part of those programs.
Silverlight Libraries: Copy and distribute the object code form of code marked as “Silverlight Libraries”, Silverlight “Client Libraries” and Silverlight “Server Libraries”;

Additional License Terms for Products in the Developer Tools Section of these Product Use Rights: The software may also contain the following Distributable Code. You may:

REDIST.TXT Files: Copy and distribute files listed in the REDIST list located at http://go.microsoft.com/fwlink/?LinkId=286955;
Sample Code: Modify, copy, and distribute source and object code form of code marked as “Code Snippet”;
Image Library: Copy and distribute images and animations in the Image Library as described in the software documentation. You may also modify that content. If you modify the content, it must be for use that is consistent with the permitted use of the unmodified content.
Templates, Site Templates and Blend Site Templates for Visual Studio: Modify, copy, deploy and distribute the source and object code form of templates and code marked as “site templates”;
Fonts and Blend Fonts for Visual Studio: Distribute unmodified copies of the Buxton Sketch font, SketchFlow Print font and SegoeMarker font;
Styles and Blend Styles for Visual Studio: Copy, modify and distribute the object code form of code identified as “X Styles”;
Icons: Distribute unmodified copies of code marked as “icons”;
ASP.NET MVC and Web Tooling Extensions: Modify, copy and distribute or deploy any .js files contained in the ASP.NET Model View Controller, ASP.NET Web Pages or in the Web Tooling Extensions as part of your ASP.NET programs;
Visual Studio LightSwitch Project Templates: Modify, copy and distribute or deploy the .js files contained in the Visual Studio LightSwitch project templates as part of your LightSwitch programs.
Windows Library for JavaScript. Copy and use the Windows Library for JavaScript, without modification, in your programs that you develop for your internal use or in programs that you develop and distribute to third parties. The following also applies to your programs that work in conjunction with the Windows Library for JavaScript. The Windows Library for JavaScript files helps your programs implement the Windows design template and UI look and feel. You may distribute programs containing the Windows Library for JavaScript only through the Windows Store and not by any other means.
Setup Program: Distribute distributable code included in a setup program only as part of that setup program. You may not modify it.
EXTENSIBILITY KIT - Files for Microsoft Commerce Server 2009 Standard and Enterprise Editions: Copy and distribute the source and object code form of the code marked as “Extensibility Kit”; and
Access Runtime Files. Copy and distribute the object code form of SETUP.EXE, ACCESSRT.MSI, and ACCESSRT.CAB files from a licensed copy of Microsoft Office Professional Plus 2013 or Microsoft Office Access 2010 software. You and your end users may only use these files to provide database features for your non-database management programs.

Distribution Requirements

For any Distributable Code you distribute, you must:

add significant primary functionality to it in your programs;
for any Distributable Code having a filename extension of .lib, distribute only the results of running such Distributable Code through a linker with your program;
distribute Distributable Code included in a setup program only as part of that setup program without modification;
require distributors and external end users to agree to terms that protect it at least as much as your volume licensing agreement, including these Product Use Rights and the Product List;
display your valid copyright notice on your programs; and
indemnify, defend, and hold harmless Microsoft from any claims, including attorneys' fees, related to the distribution or use of your programs.

Distribution Limitations

You may not:

alter any copyright, trademark or patent notice in the Distributable Code;
use Microsoft's trademarks in your programs' names or in a way that suggests your programs come from or are endorsed by Microsoft;
distribute Distributable Code, to run on a platform other than Microsoft operating systems, run-time technologies, or application platforms, except that JavaScript, CSS and HTML files included for use in websites and web applications (as opposed to Windows Library for JavaScript files) may be distributed to run any platform;
include Distributable Code in malicious, deceptive or unlawful programs; or
modify or distribute the source code of any Distributable Code so that any part of it becomes subject to an Excluded License. An Excluded License is one that requires, as a condition of use, modification or distribution, that the code be disclosed or distributed in source code form, or that others have the right to modify it.

Software Plus Services

Microsoft may provide services with products through software features that connect with Microsoft or service provider computer systems over the Internet. It may change or cancel the services at any time. You may not use the services in any way that could harm them or impair anyone else's use of them. You may not use the services to try to gain unauthorized access to any service, data, account or network by any means.

Creating and Storing Instances

You may create and store any number of instances of the software on any of your servers or storage media solely to exercise your right to run instances of the software under your server licenses or your Windows Enterprise license terms.

No Separation of Software

You may not separate the software for use in more than one OSE under a single license, unless expressly permitted. This applies even if the OSEs are on the same physical hardware system.

Appendix 1: Notices

Bing Maps

The Product includes use of Bing Maps. Any content provided through Bing Maps, including geocodes, can only be used within the product through which the content is provided. Your use of Bing Maps is governed by the Bing Maps End User Terms of Use available at http://go.microsoft.com/?linkid=9710837and the Bing Maps Privacy Statement available at http://go.microsoft.com/fwlink/?LinkID=248686.

Location Framework

The software may contain a location framework component that enables support of location services in programs. In addition to the other limitations in your volume licensing agreement, you must comply with all applicable local laws and regulations when using the location framework component or the rest of the software.

Mapping APIs

The software may include application programming interfaces that provide maps and other related mapping features and services that are not provided by Bing (the “Additional Mapping APIs”). These Additional Mapping APIs are subject to additional terms and conditions and may require payment of fees to Microsoft and/or third party providers based on the use or volume of use of such APIs. These terms and conditions will be provided when you obtain any necessary product keys to use such Additional Mapping APIs or when you review or receive documentation related to the use of such Additional Mapping APIs.

Microsoft Accounts in Visual Studio

If you are running the software on Windows 8.1, Windows 8, or Windows 7 with sign-in assistant, or any other version of Windows that supports providing a Microsoft Account directly to the software and you are signed into a Microsoft Account in those versions of Windows, you may automatically be signed into the software and VisualStudio.com services accessed by the software using the same Microsoft Account. This allows you to access services within the software and roam the software's settings without being asked to re-enter your Microsoft Account credentials each time you start the software. For more information about signing into the software and the services available therein with a Microsoft Account, see the privacy statement http://go.microsoft.com/fwlink/?LinkId=286720.

Notice Of Automatic Updates To Previous Versions Of SQL Server

If the software is installed on servers or devices running any supported editions of SQL Server prior to SQL Server 2012 (or components of any of them) this software will automatically update and replace certain files or features within those editions with files from this software. This feature cannot be switched off. Removal of these files may cause errors in the software and the original files may not be recoverable. By installing this software on a server or device that is running such editions you consent to these updates in all such editions and copies of SQL Server (including components of any of them) running on that server or device.

Notice of Data Transfer

The product contains one or more software features that connect to Microsoft or service provider computer systems over the Internet. These features are identified in the Data Transfer Notices document at http://microsoft.com/licensing/contracts. Microsoft provides services with products through these features. You will not always receive a separate notice when a feature connects. In some cases, you may switch off a feature or not use it.

Computer Information

The features use Internet protocols, which send to the appropriate systems computer information, such as your Internet protocol address, the type of operating system, browser and name and version of the software you are using, and the language code of the device where you installed the software.

Use of Information

Microsoft does not use the information to identify or contact you. Microsoft uses this information to make services available to you when you use the software. Microsoft may use the computer information, accelerator information, search suggestions information, error reports, Malware reports and URL filtering reports to improve our software and services. We may also share it with others, such as hardware and software vendors. They may use the information to improve how their products run with Microsoft software.

Consent for Data Transfer

By using these software features, you consent to the transmission of computer information, such as your Internet protocol address, the type of operating system, browser and name and version of the software you are using, and the language code of the device where you run the software.

Notice about the H.264/AVC Visual Standard, the VC-1 Video Standard, and the MPEG-4 Part 2 Visual Standard

This software may include H.264/AVC, VC-1, and MPEG-4 Part 2 visual compression technology. MPEG LA, L.L.C. requires this notice: THIS PRODUCT IS LICENSED UNDER THE AVC, THE VC-1, THE MPEG-4 PART 2 VISUAL PATENT PORTFOLIO LICENSES FOR THE PERSONAL AND NON-COMMERCIAL USE OF A CONSUMER TO (i) ENCODE VIDEO IN COMPLIANCE WITH THE ABOVE (“VIDEO STANDARDS”) AND/OR (ii) DECODE AVC, VC-1, MPEG-4 PART 2 VIDEO THAT WAS ENCODED BY A CONSUMER ENGAGED IN A PERSONAL AND NON-COMMERCIAL ACTIVITY AND/OR WAS OBTAINED FROM A VIDEO PROVIDER LICENSED TO PROVIDE SUCH VIDEO. NO LICENSE IS GRANTED OR SHALL BE IMPLIED FOR ANY OTHER USE.ADDITIONAL INFORMATION MAY BE OBTAINED FROM MPEG LA, L.L.C. SEE www.mpegla.com per For clarification purposes, this notice does not limit or inhibit the use of the software for normal business uses that are personal to that business which do not include (i) redistribution of the software to third parties, or (ii) creation of content with the VIDEO STANDARDS compliant technologies for distribution to third parties.

Potentially Unwanted Software (Notice I)

If turned on, Windows Defender will search your computer for many types of malicious software (“malware”), including viruses, worms, bots, rootkits, “spyware,” “adware” and other potentially unwanted software. If you choose the recommended security settings when you first start using the software, such malware and other potentially unwanted software rated “high” or “severe” will automatically be removed. This removal may result in other software on your computer ceasing to work or your breaching a license to use that software.

It is possible that software that is not unwanted may be removed or disabled. If you use Windows Defender and Windows Update, Windows Defender is regularly updated through Windows Update.

Potentially Unwanted Software (Notice II)

The software will search your computer for low to medium severity Malware, including but not limited to, spyware, and other potentially unwanted software ("Potentially Unwanted Software"). The software will only remove or disable low to medium severity Potentially Unwanted Software if you agree. Removing or disabling this Potentially Unwanted Software may cause other software on your computer to stop working, and it may cause you to breach a license to use other software on your computer, if the other software installed this Potentially Unwanted Software on your computer as a condition of your use of the other software. You should read the license agreements for other software before authorizing the removal of this Potentially Unwanted Software.

By using the software, it is possible that you or the system will also remove or disable software that is not Potentially Unwanted Software.

Recording Notice

The laws of some jurisdictions require notice to or the consent of individuals prior to intercepting, monitoring and/or recording their communications and/or restrict collection, storage, and use of personally identifiable information. You agree to comply with all applicable laws and to obtain all necessary consents and make all necessary disclosures before using the online service and/or the recording feature(s).

Notice about the Visual and Audio Codec Standards

The Windows Embedded 8.1 Industry software may include visual and audio encoding and decoding technology. It is not licensed for any implementation or distribution in any commercial product or service. You are responsible for determining and securing license rights to include the technology in any commercial products and services that you develop or use with the software.

Yammer

The software connecting Microsoft Dynamics CRM with Yammer will enable certain data to be shared between the two services. At the direction of you or your end users, the following data will be transmitted to Yammer through Microsoft Dynamics CRM: (i) posts; (ii) links to CRM records; (iii) information contained in the description field of the CRM records; and (vi) any other activity or content you or your end users share with Yammer. Yammer's Terms of Use are available at https://www.yammer.com/about/terms/ . Its Privacy Statement is available at https://www.yammer.com/about/privacy/ apply to Customer Data sent to Yammer.

Appendix 2: Software Assurance Benefits

These benefits require Software Assurance coverage, and in some cases Software Assurance Membership. Please see the Product List for details and a complete list of Software Assurance benefits. Except as noted below, these benefits expire when your Software Assurance coverage ends.

Desktop Applications -- E-Learning

The Desktop Applications section of the Product Use Rights provides your license terms for eLearning Training Kits. However, you may not have more users than you have E-Learning licenses.

Microsoft Desktop Optimization Pack (MDOP) for Software Assurance

See Applicable Notices: Data Transfer, Potentially Unwanted Software (Notice II)

Active Software Assurance for the Windows Desktop Operating System, Active Software Assurance for Windows Industry, or an active VDA license provides you with eligibility to acquire licenses for MDOP. These licenses are an optional and separate purchase from Software Assurance. See the Product List for details and other eligibility options. MDOP includes the following:

Microsoft Application Virtualization for Windows Desktops (App-V)
Microsoft Advanced Group Policy Management (AGPM)
Microsoft Diagnostics and Recovery Toolset (DaRT)
Microsoft Enterprise Desktop Virtualization (MED-V)
Microsoft BitLocker Administration and Monitoring (MBAM)
Microsoft User Experience Virtualization (UE-V)

If you invoke this benefit, you have the rights below for each MDOP for Software Assurance license you acquire. See Universal License Terms, Definitions for meanings of "Qualifying Third Party Device."

Installation and Use Rights

The “Licensed Device” is the device to which you have assigned your corresponding qualifying license (and Active Software Assurance coverage, if applicable).

You may install and use the software on the Licensed Device. Some functionality in the software is designed to manage software on the Licensed Device. You may use that functionality on other devices solely to manage software running on the Licensed Device. You may also use the following components to manage software on servers within your domain, so long as the desktops within that domain are licensed for MDOP:

AGPM

DaRT

UE-V

Remote Access

You may access and use the MDOP for Software Assurance software running on the Licensed Device remotely from another device as described below.

Primary user ¹ : The single primary user of a device may access and use the software remotely from any other device. No other person may use the software under the same license at the same time, except to provide support services.
Non-primary users: Any user may access and use the software remotely from a separately Licensed Device.
Remote assistance: You may allow other devices to access the software to provide you with support services. You do not need additional licenses for this access.

¹as that term is defined in the Desktop Operating Systems section

Roaming Use Rights

Except as provided below, the single primary user of the Licensed Device may use the MDOP for Software Assurance software on a Qualifying Third Party Device (See Universal License Terms, Definitions) to support permitted use or remote access of your licensed software on that Qualifying Third Party Device.

Despite anything in your Volume Licensing Agreement to the contrary, Qualified Desktops do not include any Qualifying Third Party Device from which your users access and use the software and any (other) enterprise product solely under Roaming Use Rights.

When the primary user is on your or your affiliates' premises, Roaming Use Rights are not applicable.

These rights are granted subject to the limitation on the number of users in the “Primary User” section, and all use must be for work-related purposes.

The primary user's right to use the MDOP for Software Assurance software under these Roaming Use Rights terminates when either the corresponding rights on the Licensed Device expire or there is a change in the primary user status. At that time, you must ensure that that user is no longer using the MDOP for Software Assurance software under the Roaming Use Rights.

Benchmark Testing

You must obtain Microsoft's prior written approval to disclose to a third party the results of any benchmark test of the MDOP for Software Assurance software.

Term of License

You may not access or use the software after your corresponding Windows Software Assurance coverage, Windows Software Assurance coverage, Windows Virtual Desktop Access subscription license, or MDOP license expires.

Microsoft Dynamics CRM 2015 Professional Use Additive CAL – Unified Service Desk

Each Microsoft Dynamics CRM 2015 Professional Use Additive CAL with active Software Assurance provides you the right to install and use Unified Service Desk (USD). The right to use USD is limited to the user or device to whom the qualifying CAL is assigned. You may not access or use USD after your Software Assurance coverage expires.

Microsoft Dynamics AX 2012 R3 Servers – Fail-over Servers

For any OSE in which you use Running Instances of the server software, you may use up to the same number of passive fail-over Running Instances in a separate OSE on any Server in anticipation of a fail-over event.

In order to utilize this benefit, you must comply with the following terms:

Maintain Software Assurance coverage on the server licenses and core licenses under which you run your licensed software and for all CALs under which you access your licensed software.
Your right to run the passive fail-over instances ends when your Software Assurance coverage ends.

Fail-over server rights do not apply in the case of software moved to shared third party servers under License Mobility through Software Assurance.

Microsoft Dynamics AX – Localization and Updates

Microsoft provides updates to the licensed software from time to time, which include revisions to help organizations remain current with applicable government tax and regulatory requirements (please refer to ‘Country Availability' section in the Product List for more details). You are eligible to receive these updates and use them on licensed servers and the CALs permitting access to those licensed servers provided you have active Software Assurance for the licensed server and CALs.

Office 2013, Project 2013 or Visio 2013 -- Roaming Use Rights

The Desktop Applications section of the Product Use Rights, as supplemented below, provides your license terms for use of the software under all editions of Office 2013, Project 2013 and Visio 2013 licenses with active Software Assurance coverage. In the case of any conflict between the terms in the Desktop Applications section and this section, these license terms govern. These rights are granted subject to the limitation on the number of users in the General License Terms of the Desktop Applications section, and all use must be for work-related purposes.

Use of software on qualifying third party device

Except as provided below, the single primary user of the Licensed Device may:

remotely access the software running on your servers (e.g., in your datacenter) from a Qualifying Third Party Device,
run the software in a virtual OSE on a Qualifying Third Party Device, and
install and use the software on an USB drive on a Qualifying Third Party Device.

Despite anything in your volume licensing agreement to the contrary, Qualified Desktops do not include any Qualifying Third Party Device from which your users access and use the software and any (other) enterprise product solely under Roaming Use Rights (See Universal License Terms, Definitions).

When the primary user is on your or your affiliates' premises, Roaming Use Rights are not applicable.

You may not run the software in the physical OSE on the third party device under the Roaming Use Rights

Making and Storing Copies on your Servers or Storage Media

You have the additional rights below for each of your Office 2013, Project 2013 and Visio 2013 licenses with active Software Assurance coverage:

You may make any number of copies of the software.
You may store copies of the software on any of your servers or storage media.
You may make and store copies of the software solely to exercise your right to access and use the software under your licenses as described above (e.g., you may not distribute copies of the software to third parties).

Term of License

The primary user's right to use the software under these Roaming Use Rights terminates when either the corresponding rights on the Licensed Device expire, Software Assurance coverage expires or there is a change in the primary user status. At that time, you must ensure that that user is no longer using the software under the Roaming Use Rights.

Despite anything to the contrary in your volume licensing agreement, these Roaming Use Rights are non-perpetual. You may not access or use the software under the license terms of this Roaming Use Rights section after your Software Assurance coverage expires.

Remote Desktop Services (“RDS”) User CAL -- Extended Rights

You may use your RDS User CALs with active Software Assurance coverage, as described in the Windows Server license terms in these Product Use Rights, with Windows Server software running on a third party's shared servers.

Requirements:

Maintain Software Assurance coverage on your CALs under which you exercise RDS User CAL – Extended Rights.
For each CAL used in this manner, either (i) exercise these rights on Microsoft Azure Platform Services or (ii) designate a qualified License Mobility through Software Assurance Partner through which you will exercise these rights. A list of qualified License Mobility through Software Assurance Partners is available at http://www.microsoft.com/licensing/software-assurance/license-mobility.aspx. You may designate a new License Mobility through Software Assurance Partner or elect to move from a License Mobility through Software Assurance Partner to Microsoft Azure Platform Services, but you must wait at least 90 days following a designation or election to make a new designation or election.
Complete and submit the License Mobility Validation form with each License Mobility through Software Assurance Partner who will run your licensed software on their shared servers. The License Mobility Validation form will be made available to you by the qualified License Mobility through Software Assurance Partner.
The OSE(s) in which you exercise RDS User CAL – Extended Rights must be dedicated to and accessed only by you. Other than administrative access by your designated License Mobility through Software Assurance Partner, no other party may access the OSE(s).
RDS User CAL – Extended Rights permit access by your users only for your internal benefit. They do not permit access by other users, such as users of solutions you make available to third parties.

You may continue to access RDS functionality running on your servers and otherwise exercise use rights under your RDS User CALs outside of these RDS User CAL – Extended Rights; however, each CAL must be assigned to the same single user accessing RDS functionality under the Extended Rights. You may reassign your CALs only as permitted in the “License Reassignment” section of the Universal License Terms. If you reassign a RDS User CAL, the former user may no longer exercise RDS User CAL – Extended Rights on the third party's shared servers.

RDS User CAL – Extended Rights are intended to facilitate access to a graphical user interface hosted on Windows Server using RDS functionality or similar technology (sometimes referred to as “RDS Sessions.” They do not convey any right to deploy Windows desktop operating system via virtual desktop infrastructure on the third party's shared servers.

Your rights to exercise RDS User CAL – Extended Rights on the third party's shared servers expires with the expiration of the Software Assurance coverage on your RDS User CALs.

Servers -- Disaster Recovery Rights

For each instance of eligible server software you run in a physical or virtual OSE on a licensed server, you may temporarily run a backup instance in physical or virtual OSE on either, (a) servers dedicated to disaster recovery and to your use, or, (b) for instances of eligible software other than Windows Server, on Microsoft Azure Services, provided the backup instance is managed by Azure Site Recovery to Azure. The license terms for the software and the following limitations apply to your use of the backup instance.

The backup instance can run only during the following exception periods:

For brief periods of disaster recovery testing within one week every 90 days
During a disaster, while the production server being recovered is down
Around the time of a disaster, for a brief period, to assist in the transfer between the primary production server and the disaster recovery server

In order to use the software under disaster recovery rights, you must comply with the following terms:

The OSE on the disaster recovery server must not be running at any other times except as above.
The OSE on the disaster recovery server may not be in the same cluster as the production server.
Other than backup instances run on Microsoft Azure Services, Windows Server license is not required for the disaster recovery server if the following conditions are met:

The Hyper-V role within Windows Server is used to replicate virtual OSEs from the production server at a primary site to a disaster recovery server.
The disaster recovery server may be used only to

run hardware virtualization software, such as Hyper-V,
provide hardware virtualization services,
run software agents to manage the hardware virtualization software,
serve as a destination for replication,
receive replicated virtual OSEs, test failover, and
await failover of the virtual OSEs.
run disaster recovery workloads as described above

The disaster recovery server may not be used as a production server.

Use of the software backup instance should comply with the license terms for the software.
Once the disaster recovery process is complete and the production server is recovered, the backup instance must not be running at any other times except those times allowed here.
Maintain Software Assurance coverage for all CALs, External Connector licenses and Server Management Licenses under which you access the backup instance and manage the OSEs in which that software runs.
Your right to run the backup instances ends when your Software Assurance coverage ends.

Servers -- License Mobility through Software Assurance

License Mobility through Software Assurance lets you move certain on-premises licenses covered by Software Assurance to third party shared servers subject to the terms below. See Universal License Terms, Definitions for meanings of "CALs," "manage," "OSEs," "server farm," and "virtual OSEs."

Applicable Products:

All Products that are currently eligible for “License Mobility within Server Farms” and covered by Software Assurance are eligible for License Mobility through Software Assurance. In addition, the following Products are also eligible for License Mobility through Software Assurance:

System Center – all Server Management Licenses (MLs), including SMSE and SMSD

Permitted Use:

With License Mobility through Software Assurance, you may:

Move your licensed software from your servers to a third party's shared servers;
Access your licensed software running on the third party's shared servers under the appropriate access licenses (the CALs and External Connector licenses identified in the license terms for the individual Products subject to the requirement that you maintain Software Assurance coverage on those licenses as described below, and the User and Device SLs identified in the license terms for the individual Products);
Run your software in virtual OSEs on the third party's shared servers; and/or
Manage your OSEs that you use on the third party's shared servers; and/or
Manage your OSEs that you use on your servers using software that you run on the third party's shared servers.

Use of Licensed Software with Microsoft Online Services:

Furthermore, solely in support of your joint use of (i) licensed software on a third party's shared servers (as described here)and (ii) a related, but separately licensed Microsoft Online Service, and despite anything to the contrary in the “Use of Software with the Online Service” section in the Online Services Use Rights, your right to use incidental software provided with that related Microsoft Online Service (software that allows the servers on which your software is run, as described here, to communicate with the Online Service Microsoft provisions) deemed to extend to that third party's shared servers. Except as expressly provided here, your right to run such software on the third party's shared servers remains subject to the license terms for the Online Service, and expires upon the earlier of (i) the expiration of the corresponding Online Service subscription or (ii) your right to use licensed software on the third party's shared servers.

Requirements:

To use License Mobility through Software Assurance, you must:

Maintain Software Assurance coverage for licenses under which you run software on third party shared servers;
Maintain Software Assurance coverage for all CALs and External Connector licenses under which you access your licensed software running on third party shared servers;
Maintain Software Assurance coverage for all Server Management Licenses under which you manage OSEs running in third party shared servers and under which you run software on third party shared servers to manage OSEs running on your servers;
Run your licensed software and manage your OSEs on third party shared servers solely for your use and benefit;
Deploy your licenses only with Microsoft Azure Platform Services or qualified License Mobility through Software Assurance Partners. A list of qualified License Mobility through Software Assurance Partners is available at http://www.microsoft.com/licensing/software-assurance/license-mobility.aspx; and
Complete and submit the License Mobility Validation form with each License Mobility through Software Assurance Partner who will run your licensed software on their shared servers. The License Mobility Validation form will be made available to you by the qualified License Mobility through Software Assurance Partner.

Your rights to run licensed software and manage OSEs on third party shared servers expires with the expiration of the Software Assurance coverage on those licenses. You may move your licensed software from a third party's shared servers back to your servers or to another third party's shared servers, but not on a short term basis (not within 90 days of the last assignment). You may also move instances run or OSEs managed under a particular license from a third party's shared servers in one server farm to its shared servers in another server farm, but not on a short-term basis (not within 90 days of the last assignment). OSEs managed under the same license must be in the same server farm. Use of software deployed by third parties on shared servers on your behalf remains subject to the terms and conditions of your volume license agreement. You agree that you will be responsible for third parties' actions with regard to software deployed and managed on your behalf. The license terms applicable to the Product together with the License Mobility through Software Assurance terms govern its use. The License Mobility through Software Assurance terms supersede any conflicting license terms for a Product when License Mobility through Software Assurance is used. Generally, your rights to use the software on third party shared servers are the same as the use rights when you run the software on your servers. However, some Products, as outlined below, have different use rights for third party shared servers under License Mobility through Software Assurance:

Product Licensing Model	Product or Product Type	License	Permitted Number of OSEs per License/Permitted Number of Cores per License
Server/CAL	External Connector Licenses	Each External Connector license with active Software Assurance coverage	1 OSE per license
Server/CAL	SQL Server	Each Server license with active Software Assurance coverage	1 OSE per license
Per-Processor	All eligible Products	Each Processor license with active Software Assurance coverage	1 OSE with up to 4 virtual processors per license
Per-Core	All eligible Products	Each Core license with active Software Assurance coverage	One virtual core (subject to the Product Use Rights including the requirement of a minimum of 4 cores per OSE)
Management Servers	System Center Server Management Licenses (versions prior to System Center 2012)	Each Server Management license with active Software Assurance coverage	1 Managed OSE per license
Management Servers	System Center Server Management Suites	Each SMSE or SMSD license with active Software Assurance coverage	4 Managed OSEs per License
Management Servers	System Center 2012 R2 Standard	Each System Center 2012 R2 Standard Server Management license with active Software Assurance coverage	2 Managed OSEs per license
Management Servers	System Center 2012 R2 Datacenter	Each System Center 2012 R2 Datacenter Server Management license with active Software Assurance coverage	8 Managed OSEs per license
Specialty Servers	HPC Pack Enterprise	Each Server license with active Software Assurance coverage	1 OSE per license

Servers -- Self-Hosted Applications

The following additional licensing requirements and/or use rights apply to Self-Hosted Applications.

Self-Hosted Applications means those products for which the Product-Specific License Terms that indicate “Self-Hosted Applications: Yes”.

Despite any terms to the contrary in your volume licensing agreement including these Product Use Rights, you may run licensed copies of Self-Hosted Applications that interact directly or indirectly with your own software to create a unified solution (“Unified Solution”) and permit third parties to use it, subject to the terms below.

Requirements

You must have the required Microsoft licenses and maintain Software Assurance coverage for:

the Self-Hosted Applications run as part of the Unified Solution; and
all access licenses used to make the Unified Solution available to external users (See Universal License Terms, Definitions).

All Microsoft software used to create and deliver the Unified Solution must:

be licensed through a Volume Licensing program that is subject to these license terms (e.g., Enterprise Agreement, Select Plus Agreement, Open License Agreement) and not any other (e.g., Services Provider License Agreement, Independent Software Vendor Royalty License and Distribution Agreement); and
be marked as ‘Yes' for ‘Self Hosting of Applications Allowed' in these license terms.

Your software must:

add significant and primary functionality to the Self-Hosted Applications that are part of the Unified Solution (dashboards, HTML editors, utilities, and similar technologies alone are not a primary service and/or application of a Unified Solution);
be the principal service and/or application of the Unified Solution, and must not allow direct access to the Self-Hosted Applications by any end user of the Unified Solution;
be delivered to end users over the Internet, a telephone network, or a private network from servers physically dedicated to you and under the day to day control of you or a third party other than the end user of the Unified Solution (the Unified Solution may not be loaded onto the end user's device); and
be owned, not licensed, by you, except that your software may include non-substantive third party software that is embedded in, or operates in support of, your software.

All use of the Self-Hosted Applications remains governed by the license terms for those products. You may not transfer licenses acquired under your volume licensing agreement except as permitted in that agreement.

Changes to Use Rights

Despite the terms of your volume licensing agreement, we may modify or discontinue the above use rights at any time. However, if we do so, these use rights and the terms and conditions of your license agreement continue to apply to your use of the Self-Hosted Applications under licenses acquired before the effective date of that change until the end of your current term of Software Assurance coverage.

Servers -- TechNet Subscription Media

See Applicable Notices: Data Transfer

The Licensed User assigned a TechNet Subscription may install copies of the software on the user devices solely for evaluation. You may not use the software in a live operating environment, in a staging environment, in an application development environment. Except as provided here, the General License terms of the Developer Tools section of the Product Use Rights applies to the use of the TechNet Subscription Media. Please see the Product List for additional TechNet Software Assurance benefits.

Step-Up Licenses

A Step-Up License permits you to run a premium edition in place of the qualifying product. When your Step-Up License becomes perpetual, it permanently replaces your rights to the qualifying product.

Software Assurance Product Support Services

The way you use the software may not be supportable. It may also require you to buy more support services. Each of us may use information acquired in connection with support services as long as that use does not disclose the other's confidential information. The license terms for the underlying product apply to your use of any fixes.

SQL Server – Fail-over Servers

The following additional requirements apply if you have licensed the software by Physical Core or individual Virtual OSE under the Per Core licensing model:

If you license based on Physical Cores and the OSE in which you use the passive fail-over Running Instances is on a separate Server, the number of Physical Cores on the separate Server must not exceed the number of Physical Cores on the Licensed Server and the Core Factor for the Physical Processors in that Server must be the same or lower than the Core Factor for the Physical Processors in the Licensed Server.
If you license by individual Virtual OSE, the number of Hardware Threads used in that separate OSE must not exceed the number of Hardware Threads used in the OSE in which the active Running Instances are used.

In order to utilize this benefit, you must comply with the following terms:

Maintain Software Assurance coverage on the server licenses and core licenses under which you run your licensed software and for all CALs under which you access your licensed software.
Your right to run the passive fail-over instances ends when your Software Assurance coverage ends.

Fail-over server rights do not apply in the case of software moved to shared third party servers under License Mobility through Software Assurance.

SQL Server 2014 Enterprise and Biz Talk Server 2013 Enterprise -- Unlimited Virtualization

The license terms for SQL Server 2014 Enterprise and Biz Talk Server 2013 Enterprise in the Servers – Per Core section of the Product Use Rights, as supplemented below, provide your license terms for the software under core licenses with active Software Assurance coverage. In the case of any conflict between the applicable terms in the Servers – Per Core section and the license terms below, the license terms below govern.

For each server to which you have assigned the required number of licenses as provided in the “Physical Cores of a Server” section, you may run on the licensed server any number of instances of the server software in any number of physical and/or virtual OSEs, provided you have active Software Assurance coverage for those licenses.

SQL Server 2012 Parallel Data Warehouse – Feature Updates

We may make feature releases (e.g., appliance updates) available between major product releases. Feature releases will be available only to customers with Software Assurance coverage for the product. The Product Use Rights for the product, as supplemented in this Appendix 2: Software Assurance Benefits, govern your use of feature releases for which you are eligible.

System Center Configuration Manager -- VDI Rights

See the Universal License Terms, Definitions for meanings of “virtual OSE” and “manage.” The license terms applicable to System Center Configuration Manager Client Management Licenses (“CMLs”) as set forth in the Management Server section of these Product Use Rights, and supplemented here, apply to your use of System Center Configuration Manager software under the following licenses with active Software Assurance coverage: System Center Configuration Manager CMLs, Core CALs, and Enterprise CALs (each, a “VDI qualifying license”). You may use the software to manage, at any one time, up to four virtual OSEs in which software used remotely from the device or by the user to which that VDI qualifying license has been assigned, is running. Those virtual OSEs may be on up to four different virtual desktop infrastructure hosts. Your right to use the software as permitted here expires when Software Assurance on your System Center Configuration Manager CMLs, Core CALs or Enterprise CALs expires.

Visual Studio -- MSDN

The Developer Tools section of the Product Use Rights provides your license terms for MSDN. Your rights to use any software licensed through MSDN become perpetual when your right to use Visual Studio becomes perpetual.

Windows Desktop Operating System -- Rights to run “Clustered HPC Applications”

The Desktop Operating System section of the Product Use Rights, as supplemented below, provides your license terms for use of the software under licenses for the Windows desktop operating system with active Software Assurance coverage. See Universal License Terms, Definitions for meanings of "Cycle Harvesting node" and "clustered HPC application."

Despite anything to the contrary in the license terms for the Windows desktop operating system, more than one user may use the software at one time when the additional users use the Licensed Device as a Cycle Harvesting node to run clustered HPC applications.

The rights provided under this section do not permit you to use the Licensed Devices as a general purpose server, database server, web server, e-mail server, print server or file server, for other multi-user access purposes, or for any other similar resource sharing purpose.

Your right to use the software as permitted here expires when Software Assurance coverage on your Windows desktop operating system license expires.

Windows Enterprise (Per User and Per Device), Windows Embedded Industry Enterprise (Per Device), and Windows Virtual Desktop Access (VDA) (Per User and Per Device)

Defined Terms in this section (See Universal License Terms)

"Instance", "Licensed Device", "OSE", "Physical OSE", "Running Instances", and "Virtual OSE"

“Software,” as used here, refers to Windows 8.1 Enterprise or Windows 8.1 Embedded Industry Enterprise.

“Licensed Device,” as used here, refers to the device to which you assign active coverage.

“Licensed User”, as used here, refers to the user to which you assign active coverage. If the underlying user license is transferred from one person to another, the original user of the license is no longer licensed.

Use of the Software in this section is governed by the General License Terms in the Desktop Operating System (Per Copy Per Device) section of these Product Use Rights, the Product-Specific License Terms for Windows Enterprise or Windows Embedded Industry Enterprise and the license terms here. The license terms in this section govern in the case of any conflict with the terms in the Desktop Operating System sections.

Your right to use the Software as described here is non-perpetual; you may not access or use the Software, as permitted here, after your Software Assurance or VDA coverage expires.

		Windows Enterprise SA		Win Emb. Ind. Ent. SA	Windows VDA
Item		Per Device	Per User	Per Device	Per Device	Per User
1	Any user of a Licensed Device, or any device used by a Licensed User; may remotely access up to four Instances of the Software Running in Virtual OSEs or one Instance of the Software Running in one Physical OSE on (a) device(s) in your datacenter.	X	X	X	X	X
2A	In addition to item 1, you may run up to four Instances in Virtual OSEs and one Instance in the Physical OSE locally on the Licensed Device. If all of the Instances permitted to run in Virtual OSEs locally are used, you may use the Instance in the Physical OSE only to host and manage the Virtual OSEs. For Windows VDA (Per Device), the Licensed Device must also be licensed for Windows 8/8.1 Pro or Enterprise, or Windows 7 Professional or Enterprise.	X		X	X
2B	In addition to item 1, you may run up to four instances in virtual OSEs and one instance in the physical OSE locally on devices licensed for Windows 8/8.1 Pro or Enterprise, or Windows 7 Professional or Enterprise. If all of the instances permitted to run in virtual OSEs locally are used, you may use the instance in the physical OSE only to host and manage the virtual OSEs.		X			X
3	In addition to items 1 and 2B above, you may install the Software on devices with integrated screens 10.1” diagonally or less.		X			X
4	Windows To Go: You may create and store an instance of the software on up to two USB drives and use them on Licensed Devices if licensed per device and on any device if licensed per user.	X	X	X	X	X
5	You may run Windows 8.1 Pro or Enterprise, Windows 8.1 Industry Pro or Enterprise, or any earlier versions of the Software, in place of any permitted Instance.	X	X	X	X	X
6	You do not need a license to access your permitted Instances only to administer the Software.	X	X	X	X	X

Roaming Use Rights (under Windows Desktop Operating System Software Assurance (Per Device), Windows VDA (Per Device), and Windows Embedded Industry Software Assurance (Per Device)

Defined Terms in this section (See Universal License Terms)

"instance", "Licensed Device", "OSE", “qualifying third-party device”, "running instances", “server”, and "virtual OSE"

“Software,” as used here, refers to Windows 8.1 Enterprise or Windows Embedded 8.1 Industry Enterprise.

Use of the software is subject to the Desktop Operating System section, the corresponding Windows 8.1 Enterprise section or the Windows Embedded 8.1 Industry section and the license terms here. The license terms in this section govern in the case of any conflict with the terms in the Desktop Operating System section. Ongoing use of Windows 8.1 Enterprise or Windows Embedded 8.1 Industry Enterprise under a perpetual Windows license, after Software Assurance coverage expires, is subject to the Desktop Operating System section without the additional rights and limitations here.

The single primary user¹ of the Licensed Device may remotely access the permitted instances running on servers in your datacenter from a Qualifying Third Party Device²from anywhere off your or your affiliates' premises.
The same user may also run one instance of the software in a virtual OSE on a Qualifying Third Party Device while off your and your affiliates' premises.
The same user may also run the instance on a USB drive (subject to Windows to Go Rights) on a Qualifying Third Party Device while off your and your affiliates' premises.
All Roaming Rights use must be for work-related purposes.
No other user may use the software under the same license at the same time except for purposes of technical support, using Remote Assistance or similar technology, or administering the software.
Your right to use the software under Roaming Rights is non-perpetual; you may not access or use the software, as permitted here, after your Windows Software Assurance coverage or Windows VDA subscription expires.

¹as that term is defined in the Desktop Operating Systems section

²Despite anything in your volume licensing agreement to the contrary, Qualified Desktops and Devices do not include any Qualifying Third Party Devices from which your users access and use the software and any (other) enterprise product solely under Roaming Use Rights.

Companion Devices

For the purposes of this section:

“Primary User” means the user who uses a Windows Software Assurance, Windows Embedded Industry Software Assurance, or Windows VDA Licensed Device more than 50% of the time in any 90 day period.

“Companion Device” means any additional device that is used by the Primary User, and either (i) is not capable of running an Instance of Windows 8.1 Pro locally (in a Physical or Virtual OSE), or (ii) is both capable of running an Instance of Windows 8.1 Pro locally (in a Physical or Virtual OSE) and personally owned by the Primary User.

Windows RT Companion Devices (under Windows Desktop Operating System Software Assurance, Windows Industry Software Assurance, or Windows VDA)

“Window RT Companion Device” means a Companion Device you (not a third party) have licensed for Windows RT or Windows RT 8.1.

Use of the software is subject to the Desktop Operating System section, the corresponding Windows 8.1 Enterprise or Windows 8.1 Industry Enterprise section and the license terms here. The license terms in this section govern in the case of any conflict with the terms in the Desktop Operating System section.

The Primary User may remotely access any permitted Instance of the software Running on servers in your datacenter as provided in the corresponding Windows 8.1 Enterprise and Windows 8.1 Industry Enterprise section from a Windows RT Companion Device.
No other user may use the software under the same license at the same time except for purposes of technical support, using Remote Assistance or similar technology, or administering the software.
Your right to use the software on a Windows RT Companion Device is non-perpetual; you may not access or use the software, as permitted here, after your Windows Software Assurance coverage, Windows Industry Software Assurance, or Windows VDA subscription expires.

Windows Companion Subscription License (SL)

Beginning December 1, 2014, all Windows Companion Subscription Licenses have the same use rights as if they were Windows Enterprise SA Per User Add-on. See the Product List for license assignment rules.

Windows Desktop Operating System -- Windows Thin PC

The Desktop Operating System section of the Product Use Rights provides your license terms for Windows Thin PC. However, you may use the software only to run the types of applications listed below.

security
management
terminal emulation
Remote Desktop and similar technologies
web browser
media player
instant messaging client
document viewers
NET Framework and Java Virtual Machine

You may choose not to install the media player. If so, the sections of the Desktop Operating System section of the Product Use Rights listed below do not apply to your use of the software.

Windows Media Digital Rights Management
Windows Media Player

You may use the software on a device other than the one on which it was first installed if you move the corresponding Software Assurance coverage to that other device.