Microsoft Certification Program Agreement

This Microsoft Certification Program Agreement ("Agreement") is a legal document between you ("you" or "your") and Microsoft ("Microsoft") regarding your participation in the Microsoft Certification Program (“Program”). The terms of this Agreement apply to (a) any Microsoft Certifications you have attained, and (b) your participation in the Program, including your access to and use of any Microsoft Certification Program benefit, and Microsoft Certification credential, that Microsoft makes available to you as part of the Program. Please read this Agreement carefully. BY ACCESSING OR USING A MICROSOFT CERTIFICATION PROGRAM BENEFIT, OR MICROSOFT CERTIFICATION CREDENTIAL, YOU ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT, DO NOT ACCESS OR USE ANY MICROSOFT CERTIFICATION PROGRAM BENEFIT, OR MICROSOFT CERTIFICATION CREDENTIAL.

  1. DEFINITIONS

    1. Affiliate” means any legal entity that owns, is owned by, or is commonly owned with a party. “Own” means having more than 50% ownership or the right to direct the management of the entity.
    2. "Microsoft Certified Website" means the Microsoft website solely for the Microsoft Certified Professionals.
    3. Microsoft” means Microsoft entity identified in Section 12.4.
    4. "Microsoft Certification" means passing the requisite Exams, and meeting and maintaining compliance with all certification or recertification requirements, to use the corresponding Credential. The current list of Microsoft Certifications is located at Microsoft Certifications.
    5. "Microsoft Certification Credential" or "Credential" means the full or abbreviated title of a specific Microsoft Certification that is used to signify an individual’s compliance with the requirements for a specific Microsoft Certification.
    6. "Microsoft Certification Exam" or "Exam" means a Microsoft certification exam designed to help validate an individual’s skills for a particular Microsoft technology, that is the subject of the Exam.
  2. MICROSOFT CERTIFICATION

    1. To Obtain and Maintain a Microsoft Certification: To obtain and maintain a Microsoft Certification, you must:

      1. Pass all the required Exams and satisfied all certification and recertification requirements for the applicable Microsoft Certification,
      2. Accept the terms and conditions in this Agreement,
      3. Comply with the terms and conditions in the current version of this Agreement, all Program requirements, and,
      4. Comply with all additional requirements for the applicable Microsoft Certification.
    2. Changes to Microsoft Certification Requirements: Microsoft may, at its sole discretion, change the Microsoft Certification requirements (both initial and continuing) at any time by posting such changes on the Microsoft Certification website. You will be allowed three (3) full calendar months from the date Microsoft posts the changes to comply with any additional requirements. Your right to use a particular Credential may terminate if you do fail to comply with any additional certification or recertification requirements associated with a particular Credential.

    3. Violation of Exam Agreement

      1. All Microsoft Certification Exams, including Exam questions and answers, constitute Microsoft confidential information and are protected by trade secret law and by the Non-Disclosure Agreement and General Terms of Use for Microsoft Certification Exams (“Exam Agreement”) and may not be disclosed to or discussed with others or posted or published in any forum or through any medium.

      2. If Microsoft believes you violated the Exam Agreement, or engaged in any fraudulent behavior or misconduct that could diminish or compromise the security or integrity of the Program in any way, you may be decertified and terminated from the Program and permanently ineligible to participate in the Program.

  3. PROGRAM BENEFITS

    1. Program Benefits Provided by Third Parties: Some Program benefits may be provided by third parties. You understand and agree that your relationship with respect to those benefits is directly with the third-party and not with Microsoft. Microsoft is not responsible for any Program benefit provided by a third-party and Microsoft does not sponsor or endorse the third-party vendors or its services or products.
    2. Additional Terms: Program benefits may have additional terms, conditions, and licenses. You must accept and comply with any additional terms associated with a Program benefit before you can use that benefit. You may not use a Program benefit if you do not comply with any applicable additional terms, conditions, and licenses.
  4. USE OF CERTIFICATION CREDENTIALS

    1. Grant of Rights: Subject to, and expressly conditioned upon, (a) your compliance with the terms and conditions of this Agreement and the Guidelines, (b) your successful completion of all current requirements for the Microsoft Certification, (c) your continued compliance with all current and applicable certification and recertification requirements, and (d) your acceptance of the Guidelines, Microsoft hereby grants you the right to use the Credential(s) for which you have obtained Microsoft Certification as indicated in your current transcript (and not the legacy transcript) located on the Microsoft Certification website in accordance with the Guidelines.

    2. Restrictions: You may not use, or reproduce, the Credential in any manner whatsoever other than as described in this Agreement and the Guidelines, and in any applicable artwork provided by Microsoft. You will use the Credentials in a manner that does not derogate from the rights of Microsoft in the Credentials, and will take no action that may interfere with or diminish the rights of Microsoft in the Credentials or damage Microsoft’s reputation or goodwill in the Credentials. You will not use the Credentials in a way that may cause confusion about whether any products or services you offer are Microsoft products or services.

    3. Ownership: All rights not expressly granted herein are reserved by Microsoft. You acknowledge Microsoft’s sole ownership of the Credentials, and any associated goodwill, and that Microsoft retains all right, title, and interest in and to the Credentials. Microsoft is the sole beneficiary of the goodwill associated with your use of the Credentials.

    4. MC ID Number: Microsoft will assign a unique Microsoft Certification ID (MC ID) number that will be used to identify you as a current Program member. This unique MC ID number belongs to Microsoft, and you may only use the MC ID number assigned to you if you are a current Microsoft Certification program member.

  5. PRIVACY

    1. Personal Information: You acknowledge and agree that Microsoft collects certain information about you to run the Program and that the Microsoft Certifications you have earned, and your Program activities, may be tracked and associated with your personal information. See the Microsoft Online Privacy Statement for more information on how we may collect and use your personal information.

    2. Use of Personal Information: You agree that Microsoft may occasionally contact you to invite you to participate in surveys and research.

    3. Disclosure of Personal Information: You grant Microsoft the right to share your name, contact information (including email address), employer’s company name, the Credentials you have earned and your status in the Program with (i) other Microsoft programs to verify your and your employer’s compliance with other Microsoft program requirements, and (ii) with Microsoft Affiliates and with the third-party exam delivery providers and testing centers that deliver Microsoft Certification Exams in connection with your participation in the Program.

  6. YOUR RESPONSIBILITIES

    1. Business Practices:

      1. You agree that you will (i) refrain from conduct that could harm the reputation of Microsoft; (ii) avoid deceptive, misleading, or unethical practices; (iii) not make any representations, warranties, or guarantees to customers on behalf of Microsoft; (iv) comply with all applicable U.S. export regulations and other applicable governmental laws and regulations; and (v) comply with copyright and other intellectual property and proprietary rights protections.

      2. You may not advertise, promote, imply or suggest in any manner that you are employed by, affiliated with, endorsed or sponsored by Microsoft except to state that you have successfully completed all requirements for the particular Credential(s) you have earned. During the term of this Agreement, you will insert the following language in each contract under which you provide services involving Microsoft technologies:

        "Microsoft is not a party to this agreement and Microsoft will have no liability whatsoever with respect to the services that are the subject of this contract. The Microsoft Certification Credential indicates that I have successfully completed the requirements for the corresponding Microsoft Certification Credential. The services I provide are not endorsed or sponsored by Microsoft."

      3. Some states and countries regulate the use of the term "engineer," and you should comply as applicable with any such laws in the event you attained any Credential related to Microsoft Certified Systems Engineer.

    2. Transcripts: You are responsible for reviewing your Microsoft Certification transcript to ensure it accurately reflects the Credentials you currently hold. If you believe your transcript is inaccurate, you have up to one (1) year from the date you passed the last Exam necessary to earn or maintain the Credential in question to submit a request to Microsoft to evaluate the fulfillment of any Credential you believed you currently hold that does not appear on your transcript.

  7. CHANGES

    Microsoft reserves the right to (a) update and change the Agreement and Guidelines, (b) change the Program or any aspect of it at any time, including the right to retire Credentials, change certification requirements, and change Program requirements and benefits, and (c) discontinue the Program. Microsoft will post changes on the Microsoft Certification website. You are responsible for checking Microsoft Certified Professional Websites regularly for changes. Changes are effective on the date the changes are posted. Changes do not apply retroactively.

  8. NO WARRANTIES

    MICROSOFT DOES NOT GUARANTEE YOUR SATISFACTION WITH THE PROGRAM OR YOUR RESULTS. MICROSOFT AND ITS AFFILIATES MAKE NO WARRANTIES REGARDING THE PROGRAM, CREDENTIALS, AND HEREBY DISCLAIMS ALL WARRANTIES THAT MIGHT OTHERWISE BE IMPLIED BY LAW.

  9. LIMITATION OF LIABILITY

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL MICROSOFT OR ITS AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE PROGRAM (WHETHER FOR PROGRAM BENEFITS, TERMINATION, OR OTHERWISE), YOUR MICROSOFT CERTIFICATION, FAILURE TO ACHIEVE A MICROSOFT CERTIFICATION, OR THE USE OF OR INABILITY TO USE THE CREDENTIALS. THIS EXCLUSION WILL APPLY REGARDLESS OF THE LEGAL THEORY UPON WHICH ANY CLAIM FOR SUCH DAMAGES IS BASED, EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  10. INDEMNIFICATION

    You agree to defend, indemnify, and hold Microsoft and its Affiliates harmless from and against any and all third-party claims, demands, costs, liabilities, judgments, losses, expenses, and damages (“Claim”) (including attorneys' costs and fees) arising out of, in connection with, or related to (a) your participation in the Program; (b) your use of any Credential in a manner which is in any way inconsistent with the terms of this Agreement; (c) the performance, promotion, sale, or distribution of your services; or (d) the termination of this Agreement by Microsoft pursuant to the terms in this Agreement. In the event Microsoft seeks indemnification from you under this provision, Microsoft will promptly notify you in writing of the Claim(s) brought against Microsoft for which it seeks indemnification and, at Microsoft’s discretion, permit you, through counsel acceptable to Microsoft to answer and defend such Claim. You may not settle any Claim on Microsoft’s behalf without first obtaining Microsoft’s written permission, which will not be unreasonably withheld, and you will not publicize the settlement without Microsoft’s prior written permission. Microsoft reserves the right, at its option, to assume full control of the defense of such Claim with legal counsel of its choice. If it so undertakes, any settlement of such Claim requiring payment from you will be subject to your prior written approval. You will reimburse Microsoft upon demand for any expenses reasonably incurred by Microsoft in defending such a Claim, including, without limitation, attorneys’ fees and costs, as well as any judgment on or settlement of the Claim in respect to which the foregoing relates.

  11. TERMINATION

    1. Termination Without Cause: Either party may terminate this Agreement at any time, without cause, on thirty (30) days’ prior written notice to the other party.

    2. Termination for Cause: Microsoft may immediately terminate this Agreement upon written notice on any of the following events:

      1. You fail to comply with any applicable Certification or recertification requirements,
      2. You fail to comply with any of the terms of the Agreement or the Guidelines,
      3. You misrepresent your Credential(s),
      4. You engage in misappropriation or unauthorized disclosure of any trade secret or confidential information of Microsoft,
      5. You engage in activities prohibited by law,
      6. A government agency, or court, finds that the services you provided concerning the Microsoft technologies to which your Microsoft Certification relates are defective in any way.
      7. You misrepresent your certification status, association to Microsoft Partners, or any other relationship with Microsoft. Depending on the severity of noncompliance, you may also be permanently decertified and terminated from the Microsoft Certification program. If this happens, you will also permanently lose your Microsoft Certification credentials.
    3. Automatic Termination: This Agreement will automatically terminate if you lose your status in the Microsoft Certification program, or if Microsoft cancels the Program.

    4. Effects of Termination: In all events of termination of this Agreement, all rights granted to you under the Program are immediately terminated. You will immediately:

      1. Cease all activity relating to the Program,
      2. Stop identifying yourself as a participant in the Program,
      3. Cease all use of any Credential, and Program benefit, and
      4. Destroy any associated materials that you have received as part of the Program.
    5. Survival: Sections 1 and all other definitions in this Agreement, 2.3, 4.3, 4.4, 8, 9, 10, 11.4, 11.5, and 12 will survive termination of this Agreement. You agree that Microsoft and its Affiliates and subsidiaries will not be liable to you or any third party for costs or damages of any sort resulting from (a) the termination of this Agreement in accordance with its terms, and (b) your suspension from or cancellation of the Program.

  12. MISCELLANEOUS

    1. Notices: Notices may be provided either by electronic or physical mail. All notices to Microsoft in connection with this Agreement will be sent to the Microsoft contracting entity identified in Section 12.4 below, to the attention of the Microsoft Certification Program. All notices to you in connection with this Agreement will be sent to you at the most recent email address provided by you. It is your responsibility to keep your contact address (email) information with Microsoft updated.

    2. No exclusivity: Your participation in this Program is voluntary. Nothing in this Agreement restricts you from supporting, promoting, distributing, or using non-Microsoft technology.

    3. Relationship: The parties are independent contractors. This Agreement does not create an employer-employee relationship, partnership, joint venture, or agency relationship, and does not create a franchise. You may not make any representation, warranty, or promise on Microsoft’s behalf.

    4. Microsoft Contracting Entity: The Microsoft contracting entity for this Agreement is determined by the country or region where you are located. See details below:

      1. The Microsoft entity for the following countries or regions is indicated below: Anguilla, Antigua and Barbuda, Argentina, Aruba, Bahamas, Barbados, Belize, Bermuda, Bolivia, Brazil, Canada, Cayman Islands, Chile, Colombia, Costa Rica, Curacao, Dominica, Dominican Republic, Ecuador, El Salvador, French Guiana, Grenada, Guam, Guatemala, Guyana, Haiti, Honduras, Jamaica, Martinique, Mexico, Montserrat, former Netherlands Antilles, Nicaragua, Panama, Paraguay, Peru, Puerto Rico, Saint Kitts and Nevis, Saint Lucia, Saint Pierre and Miquelon, Saint Vincent and The Grenadines, Suriname, Trinidad and Tobago, Turks and Caicos Islands, United States, Uruguay, Venezuela, Virgin Islands (British) and Virgin Islands (U.S.):

        Microsoft Corporation
        One Microsoft Way
        Redmond, WA 98052 USA

      2. The Microsoft entity for the following countries or regions is indicated below: Afghanistan, Albania, Algeria, Andorra, Angola, Armenia, Austria, Azerbaijan, Bahrain, Belarus, Belgium, Benin, Bosnia and Herzegovina, Botswana, Bouvet Island, Bulgaria, Burkina Faso, Burundi, Cameroon, Central African Republic, Chad, Comoros, Congo, Cote d’Ivoire, Croatia, Cyprus, Czech Republic, Democratic Republic of Sao Tome and Principe, Democratic Republic of the Congo, Denmark, Djibouti, Egypt, Estonia, Ethiopia, Faeroe Islands, Finland, France, Gabon, Gambia, Georgia, Germany, Ghana, Gibraltar, Greece, Greenland, Guadeloupe, Guinea-Bissau, Hungary, Iceland, Ireland, Israel, Italy, Jordan, Kazakhstan, Kenya, Kosovo, Kuwait, Kyrgyzstan, Latvia, Lebanon, Lesotho, Liberia, Liechtenstein, Lithuania, Luxembourg, Libya, Macedonia, Madagascar, Malawi, Mali, Malta, Mauritania, Mauritius, Moldova, Monaco, Mongolia, Montenegro, Morocco, Mozambique, Namibia, the Netherlands, New Caledonia, Niger, Nigeria, Norway, Oman, Pakistan, Poland, Portugal, Qatar, Republic of Cape Verde, Republic of Equatorial Guinea, Republic of Guinea, Republic of Senegal, Reunion, Romania, Russian Federation, Rwandese Republic, Saint Helena, San Marino, Saudi Arabia, Serbia, Seychelles, Sierra Leone, Slovakia, Slovenia, Somalia, South Africa, Spain, Svalbard and Jan Mayen, Swaziland, Sweden, Switzerland, Tajikistan, Tanzania, Togo, Tunisia, Turkey, Turkmenistan, Uganda, Ukraine, United Arab Emirates, United Kingdom, Uzbekistan, Vatican City State, Yemen, Zaire, Zambia and Zimbabwe:

        Microsoft Ireland Operations Limited
        The Atrium, Block B, Carmenhall Road
        Sandyford Industrial Estate
        Dublin, 18, Ireland

      3. The Microsoft entity for the following countries or regions is indicated below: Australia and its external territories, Bangladesh, Bhutan, Brunei Darussalam, Cambodia, Cook Islands, Fiji, French Polynesia, French Southern Territories, Hong Kong, India, Indonesia, Kiribati, Lao People's Democratic Republic, Macao, Malaysia, Maldives, Marshall Islands, Mayotte, Micronesia, Nauru, Nepal, New Zealand, Niue, Northern Mariana Islands, Palau, Papua New Guinea, Philippines; Pitcairn, Samoa, Singapore, Solomon Islands, Sri Lanka, Thailand, Timor Leste, Tokelau, Tonga, Tuvalu, Wallis and Futuna Islands, Vanuatu and Vietnam:

        Microsoft Regional Sales Corporation
        438B Alexandra Road #04-09/12
        Block B, Alexandra Technopark
        Singapore 119968

      4. The Microsoft entity for Japan is:

        Microsoft Japan Company, Limited
        Shinagawa Grand Central Tower
        2-16-3, 2 Konan, Minato-ku,
        Tokyo 108-0075
        Japan

      5. The Microsoft entity for Taiwan is:

        Microsoft Taiwan Corporation
        8F, No 7, Sungren Rd.
        Shinyi Chiu, Taipei
        Taiwan 110

      6. The Microsoft entity for the People’s Republic of China is:

        Microsoft (China) Company Limited6F Sigma Center
        No. 49 Zhichun Road Haidian District
        Beijing 100080, P.R.C

      7. The Microsoft entity for the Republic of Korea is:

        Microsoft Korea, Inc.
        5th Floor, West Wing
        POSCO Center
        892 Daechi-Dong Gangnam-Gu
        Seoul, 135-777, Korea

    5. Applicable law. Applicable law, jurisdiction and venue for this Agreement are identified below. This choice of jurisdiction and venue does not prevent either party from seeking injunctive relief for a violation of intellectual property rights, confidentiality obligations or enforcement of recognition of any award or order. Injunctive relief or enforcement of recognition may be sought in any appropriate jurisdiction.

      1. Generally: Except as provided in Section 12.5(b), the laws of the State of Washington govern this Agreement. If federal jurisdiction exists, the parties' consent to exclusive jurisdiction and venue in the federal courts in King County, Washington. If not, the parties’ consent to exclusive jurisdiction and venue in the Superior Court of King County, Washington.
      2. Other terms: If your principal place of business is in one of the countries or regions listed below, the corresponding provision applies and supersedes Section 12.5(a) to the extent that it is inconsistent:
        1. If your principal place of business is in Australia and its external territories, Bangladesh, Bhutan, Brunei Darussalam, Cambodia, Cook Islands, Fiji, French Polynesia, French Southern Territories, Hong Kong SAR, India, Indonesia, Kiribati, Lao People's Democratic Republic, Macao SAR, Malaysia, Maldives, Marshall Islands, Mayotte, Micronesia, Nauru, Nepal, New Zealand, Niue, Northern Mariana Islands, Palau, Papua New Guinea, Philippines; Pitcairn, Samoa, Singapore, Solomon Islands, Sri Lanka, Thailand, Timor Leste, Tokelau, Tonga, Tuvalu, Wallis and Futuna Islands, Vanuatu and Vietnam, this Agreement is construed and controlled by the laws of Singapore.

          1. If your principal place of business is in Australia or its external territories, Brunei, Malaysia, New Zealand, or Singapore, you consent to the non-exclusive jurisdiction of the Singapore courts.
          2. If your principal place of business is in Bangladesh, Bhutan, Cambodia, Cook Islands, Fiji, French Polynesia, French Southern Territories, Hong Kong SAR, India, Indonesia, Kiribati, Lao People's Democratic Republic, Macao SAR, Maldives, Marshall Islands, Mayotte, Micronesia, Nauru, Nepal, Niue, Northern Mariana Islands, Palau, Papua New Guinea, Philippines; Pitcairn, Samoa, Solomon Islands, Sri Lanka, Thailand, Timor Leste, Tokelau, Tonga, Tuvalu, Wallis and Futuna Islands, Vanuatu and Vietnam, any dispute related to this Agreement, including any question regarding its existence, validity or termination, will be referred to and finally resolved by arbitration in Singapore according to the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC”). The SIAC Arbitration Rules are incorporated by this reference into the Agreement. The Tribunal will consist of one arbitrator appointed by the Chairman of SIAC. The language of the arbitration will be English. The arbitrator’s decision will be final, binding and incontestable and may be used as a basis for judgment thereon in Bangladesh, India, Indonesia, Philippines, Sri Lanka, Thailand or Vietnam (as appropriate), or elsewhere.
        2. If your principal place of business is in Japan, the following applies: The Agreement will be construed and controlled by the laws of Japan. You consent to exclusive original jurisdiction and venue in the Tokyo District Court. The prevailing party in any action related to this Agreement may recover its reasonable attorneys' fees, costs, and other expenses.

        3. If your principal place of business is in Afghanistan, Albania, Algeria, Andorra, Angola, Armenia, Austria, Azerbaijan, Bahrain, Belarus, Belgium, Benin, Bosnia and Herzegovina, Botswana, Bouvet Island, Bulgaria, Burkina Faso, Burundi, Cameroon, Central African Republic, Chad, Comoros, Congo, Cote d’Ivoire, Croatia, Cyprus, Czech Republic, Democratic Republic of Sao Tome and Principe, Denmark, Djibouti, Egypt, Estonia, Ethiopia, Faeroe Islands, Finland, France, Gabon, Gambia, Georgia, Germany, Ghana, Gibraltar, Greece, Greenland, Guadeloupe, Guinea-Bissau, Hungary, Iceland, Ireland, Israel, Italy, Jordan, Kazakhstan, Kenya, Kosovo, Kuwait, Kyrgyzstan, Latvia, Lebanon, Lesotho, Liberia, Liechtenstein, Lithuania, Luxembourg, Libya, Macedonia, Madagascar, Malawi, Mali, Malta, Mauritania, Mauritius, Moldova, Monaco, Mongolia, Montenegro, Morocco, Mozambique, Namibia, the Netherlands, New Caledonia, Niger, Nigeria, Norway, Oman, Pakistan, Poland, Portugal, Qatar, Republic of Cape Verde, Republic of Equatorial Guinea, Republic of Guinea, Republic of Senegal, Reunion, Romania, Russian Federation, Rwandese Republic, Saint Helena, San Marino, Saudi Arabia, Serbia, Seychelles, Sierra Leone, Slovakia, Slovenia, Somalia, South Africa, Spain, Svalbard and Jan Mayen, Swaziland, Sweden, Switzerland, Tajikistan, Tanzania, Togo, Tunisia, Turkey, Turkmenistan, Uganda, Ukraine, United Arab Emirates, United Kingdom, Uzbekistan, Vatican City State, Yemen, Zaire, Zambia, Zimbabwe, the following applies:
          The Agreement is governed by and construed according to the laws of Ireland. You consent to the jurisdiction of and venue in the Irish courts in all disputes relating to this Agreement.

        4. If your principal place of business is in the People’s Republic of China, the following applies. For purpose of this Agreement, the People’s Republic of China does not include Hong Kong SAR, Macao SAR, or Taiwan:
          The Agreement will be construed and controlled by the laws of the People’s Republic of China. You consent to submit any dispute relating to the Agreement and any addendum to binding arbitration. The arbitration will be at the China International Economic and Trade Arbitration Commission in Beijing (“CIETAC”) according to its then current rules.

        5. If your principal place of business is in Colombia or Uruguay, the following applies:
          All disputes, claims, or proceedings between the parties relating to the validity, construction or performance of this Agreement will be settled by arbitration. The arbitration will be according to the UNCITRAL Arbitration Rules as presently in force. The appointing authority will be the International Chamber of Commerce (“ICC”) acting according to the rules adopted by the ICC for this purpose. The place of arbitration will be Seattle, Washington, U.S.A. There will only be one arbitrator. The award will be in law and not in equity and will be final and binding on the parties. The parties hereto irrevocably agree to submit all matters and disputes arising in connection with this Agreement to arbitration in Seattle, Washington, U.S.A.

        6. If your principal place of business is in Republic of Korea, the following applies: The Agreement will be construed and controlled by the laws of Republic of Korea. You consent to the exclusive original jurisdiction and venue in the Seoul Central District Court. The prevailing party in any action to enforce a right or remedy under this Agreement or to interpret a provision of this Agreement will be entitled to recover its reasonable attorneys' fees, costs and other expenses.

        7. If your principal place of business is in Taiwan, the following applies:
          The terms of this Agreement will be governed by and construed according to the laws of Taiwan. The parties hereby designate the Taipei District Court as the court of first instance having jurisdiction over any disputes arising out of or in connection with this Agreement.

    6. Attorneys’ fees: If either party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party will be entitled to recover its reasonable attorney’s fees, costs, and other expenses, including the costs and fees incurred on appeal or in a bankruptcy or similar action.

    7. Severability: If any court of competent jurisdiction determines that any provision of this Agreement is illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect.

    8. No Waiver: Any delay or failure by Microsoft to exercise a right or remedy will not result in a waiver of that, or any other, right or remedy.

    9. Assignment: You will not assign, transfer, or sublicense this Agreement, or any right granted under this Agreement, in any manner and any attempted assignment, transfer, or sublicense, by operation of law or otherwise, will be null and void.