1. Definitions. “BOT” means an automated End User on the Microsoft Messenger Service enabled by the BOT Server and used in connection with the Microsoft Messenger Service that interacts with other End Users. Each BOT shall be described in a BOT Description Schedule.

“BOT Description Schedule” means the form set forth in Exhibit B.

“End User” means any individual or entity that accesses and uses the Messenger BOT Access Service.

“Hosted Service(s)” means maintenance and hosting of a BOT Server for the purpose of Deploying one or more BOTs.

“Messenger BOT Access Service” means Microsoft’s service that is implemented using a BOT and BOT Server connected to the Microsoft Messenger Service.

“Microsoft Messenger Service” means the instant message service operated by Microsoft, currently referred to as the Microsoft .NET Messenger Service, that Microsoft generally offers to consumer end users for personal use.

“SDK” means a software toolkit and associated documentation provided by The Company for the purpose of enabling web site or service operators to integrate support for the Messenger BOT Access Service into their web sites and services.

“Service Requirements” means the requirements The Company establishes for allowing web site and service providers, such as you, to offer the Messenger BOT Access Service to End Users. The current Service Requirements for the Messenger BOT Access Service are described in the documentation provided separately by The Company or included in the applicable SDK for the Messenger BOT Access Service, if the Messenger BOT Access Service has an SDK.

“Service User Information” means the information provided by each End User of the Messenger BOT Access Service as part of the registration or use of the Messenger BOT Access Service, as generated, updated and amended from time-to-time by the End User including without limitation the content of conversations conducted through the Microsoft Messenger Service.

“Privacy Statement” means the privacy statement Microsoft provides to End Users, which terms of use may be updated from time-to-time by Microsoft in its sole discretion.

“PUID” means the unique identification number assigned to each Passport account.

“TOU” means the terms of use Microsoft establishes with End Users, as such terms of use may be updated from time-to-time by Microsoft in its sole discretion.

2. BOT Server. You acknowledge and agree that performance or other problems with the BOT Server, including failure to install Messenger BOT Access Service-related updates to the BOT Server, may impact your use of the Microsoft Messenger Service. You also acknowledge and agree that the BOT Server is only authorized for use with the Messenger BOT Access Service pursuant to the terms of this agreement, and may not be used as simply a conduit to connect with the Microsoft Messenger Service.

3. Suitability and Compliance. You are solely responsible for determining the suitability of the Messenger BOT Access Service, the BOT, and the BOT Server for use for your business purposes, and for compliance with any legal, regulatory and/or other requirements applicable to you. Neither The Company nor Microsoft make any representations or warranties regarding the suitability of the Microsoft Messenger Service, the Messenger BOT Access Service, the BOT or the BOT Server for use for your business purposes. Neither The Company nor Microsoft make any representations or warranties regarding the Messenger BOT Access Service’s, the BOT’s or BOT Server’s compliance with any legal, regulatory and/or other requirements applicable to you. You shall not extend any warranties or incur any obligations on behalf of The Company and/or Microsoft to your End Users or any other third party.

4. Deployment. You shall provide The Company with a completed BOT Description Schedule for each BOT at least 30 days prior to the Deployment Date for such BOT. You agree that the nature of any BOT shall comply with the description in the applicable BOT Description Schedule and the TOU, provided that to the extent the terms of this agreement and the terms of the TOU conflict, the terms of this agreement shall control. You shall not alter the nature or content of the BOT without submitting an additional BOT Description Schedule to The Company. You shall not allow the BOT to transfer any End User to another End User unless you are also a licensee of the MSN Messenger Connect for Enterprises Service. You will not access or use, or authorize End Users to access or use, the Messenger BOT Access Service for any purpose other than as permitted by this Agreement or the TOU.

5. Limitations on Use of BOTs with Messenger BOT Access Service. A BOT when used with the Messenger BOT Access Service shall:

(a) Only enable End Users to communicate with the BOT through the Microsoft Messenger Service and shall not provide or facilitate communication with any instant messaging service other than the Microsoft Messenger Service without advance written permission from Microsoft;

(b) Not reroute or redistribute information related to the Microsoft Messenger Service in a manner that is designed to avoid having to comply with the applicable terms and conditions;

(c) Not communicate with any End User (including marketing messages) except as necessary to provide the service described in the BOT Description Schedule;

(d) Not allow End Users to submit payment for goods or services online;

(e) Not provide, market or promote any products or services that are competitive to any of the following Microsoft products and services: any Microsoft search products, any Microsoft e-mail services (including the web-based email service currently branded Hotmail), and any Microsoft blogging service (including the blogging service currently branded MSN Spaces); and

(f) Not collect personally identifiable information from End Users except as otherwise provided in Section 4 of this agreement.

(g) Not display any advertising (including, without limitation, banner, text link, contextual, paid placement, paid sponsorship and audio/video advertising) except for contextual text link advertisements provided by Microsoft or Microsoft’s delegate pursuant to a separate written agreement.

6. General Privacy Requirements. Beginning on the date that the Company begins to provide the Microsoft BOT Access Service to you, you will have a privacy policy in place governing your use of End Users’ personal information that meets or exceeds all applicable laws, rules or regulations governing the use of such information. You will post or cause to be posted your privacy policy on the web pages associated with the Hosted Service(s) in a manner that makes the privacy policy conspicuous and readily accessible to End Users including, ready accessibility from portions of the Hosted Service(s) where personal information is actually collected. In addition, you will comply with industry-standard privacy guidelines and practices including, all guidelines and practices recommended by the Online Privacy Alliance and/or TRUSTe.

7. Initiation of Instant Messaging Sessions. You shall not initiate any instant messaging session with an End User without obtaining express consent from such End User outside the Microsoft Messenger Service (e.g., through notice to the End User on Company’s website).

8. Collection of Service User Information. You shall not collect, retain or otherwise use any Service User Information without (i) obtaining express consent from such End User outside the Microsoft Messenger Service through an “opt-in” mechanism; and (ii) providing notice to the End User in each instant messaging session regarding the nature of Company’s retention, collection or use of the Service User Information.

9. Independent Collection of End User Data. Nothing in these Terms restricts you from collecting, saving and using any data you independently collect directly from an End User in accordance with your own privacy policy and applicable law, regardless of whether such information is duplicative of Service User Information.

10. Restrictions on Use of Service User Information.
(a) To enable you to deliver products and services requested by End Users, Microsoft may need to transmit certain Service User Information to you from time-to-time. You understand that Microsoft makes a commitment to End Users regarding the privacy of their Service User Information in the Privacy Statement for each Microsoft Service. To ensure these commitments are kept, unless you have obtained rights to collect, save and use End User data as provided above, or have obtained End User consent, you will:

(1) Only use Service User Information to deliver the products and services requested or authorized by an End User, and not use such information for any purpose beyond providing the specific product or service authorized by the End User (i.e., secondary use); and (2) Not assign, transfer, share, transmit or publicly disclose Service User Information or any identifiable information derived from Service User Information to any third party except as expressly permitted by Section 4(b) below.

(b) You may transmit Service User Information and PUID to third parties (e.g., shipping service providers), but only for the purpose of allowing such third parties to participate in the delivery of a product or service requested by an End User. You will only transmit such Service User Information and PUID as is reasonably necessary for such third parties to receive in order to deliver the product or service requested by the End User. You will make commercially reasonable efforts to ensure any such third party receiving the information will:

(1) use it solely for the purpose of delivering the product or service requested by the End User; and (2) protect the privacy and security of Service User Information and PUID according to standards at least as protective as the terms set forth in this Section 4.

(c) You will protect Service User Information in a manner consistent with your privacy policy and any applicable law, rule or regulation.

11. Security. You will take all commercially reasonable security and other measures to protect Service User Information from unauthorized access, use, disclosure, alteration and destruction. In addition to meeting all implementation requirements contained in the applicable SDK documentation and Service Requirements, you shall implement security measures in connection with your use of the Messenger BOT Access Service that meet or exceed the following standards:

(a) Access to servers used by you in connection with your deployment of the Messenger BOT Access Service shall be protected via commercially reasonable access control mechanisms and shall be limited to a designated set of your employees or contractors owing confidentiality obligations to you; (b) An encryption key or other credentials shall be installed on servers used by you in connection with your deployment of the Messenger BOT Access Service and then promptly destroyed or locked down in an area of restricted access in a manner reasonably calculated to prevent disclosure of the encryption key other than as necessary for continued deployment of the Messenger BOT Access Service pursuant to this Agreement;

(c) You shall use commercially reasonable cryptographic protocols to protect information sent over the Internet; and (d) You shall remain current with and install all vendor service-related updates, including without limitation security patches, protocol updates, and hot fixes.

12. No Illegal or Adverse Use. You may not use the Messenger BOT Access Service or offer it to End Users: (a) in connection with your transmission, sale, license or delivery of any infringing, defamatory or illegal product or service; (b) except as provided in Section 4 regarding commercial use for End Users of the Messenger Connect Service, in any manner that violates the Microsoft Service TOU(s) and/or Privacy Statements; or (c) in any manner that threatens the integrity, performance or availability of the Messenger BOT Access Service.

13. Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL LOGOS, INFORMATION, MATERIALS, SOFTWARE OR SERVICES ARE PROVIDED BY COMPANY AND ITS SUPPLIERS (INCLUDING MICROSOFT CORPORATION) (COLLECTIVELY, “COMPANY DELIVERABLES”) ON AN “AS IS” BASIS AND COMPANY AND ITS SUPPLIERS (INCLUDING MICROSOFT CORPORATION) EXPRESSLY DISCLAIM ANY AND ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES WITH RESPECT TO THE COMPANY DELIVERABLES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, OR RESULTS TO BE OBTAINED BY YOU AND END USERS IN CONNECTION WITH THE USE OF THE MESSENGER BOT ACCESS SERVICE.

14. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL The Company OR ITS SUPPLIERS (INCLUDING MICROSOFT CORPORATION) BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE MESSENGER BOT ACCESS SERVICE, EVEN IF THE COMPANY OR ITS SUPPLIERS (INCLUDING MICROSOFT CORPORATION) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

15. Microsoft is a Third Party Beneficiary; Liability for Breach. You agree that Microsoft Corporation is a third party beneficiary to this agreement. In addition to any liability you may have to the Company, you will also be legally responsible directly to Microsoft Corporation for any breach of this agreement.