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"Online Services" means the Microsoft -hosted services identified as Online Services in the Product <br />Terms. <br />"Online Services Terms" means the additional terms that apply to Customer's use of Online Services <br />published on the Licensing Site and updated from time to time. <br />"Partner" means a company Microsoft has authorized to sell Products to Customer. <br />"Product" means all products identified in the Product Terms, such as all Software, Online Services and <br />other web -based services, including pre-release or beta versions. Product availability may vary by <br />region. <br />"Product Terms" means the document that provides information about Microsoft Products and <br />Professional Services available through volume licensing. The Product Terms document is published on <br />the Licensing Site and is updated from time to time. <br />"Purchasing Account" means the account that Customer authorizes to manage orders and payment <br />under this Agreement and is established by executing a Purchasing Account registration. <br />"SLA" means Service Level Agreement, which specifies the minimum service level for the Online Services <br />and is published on the Licensing Site. <br />"Software" means licensed copies of Microsoft software identified on the Product Terms. Software does <br />not include Online Services, but Software may be part of an Online Service. <br />"Software Assurance" means an offering that provides new version rights for Products and other <br />benefits, as further described in the Product Terms and the Licensing Manual. <br />"Supplemental Agreement" means any agreement that incorporates this Agreement. <br />"use" or "run" means to copy, install, use, access, display, run or otherwise interact with. <br />"Use Rights" means the use rights or terms of service for each Product published on the Licensing Site <br />and updated from time to time. The Use Rights supersede the terms of any end user license agreement <br />that accompanies a Product. The Use Rights for Software are published by Microsoft in the Product <br />Terms. The Use Rights for Online Services are published in the Online Services Terms. <br />Professional Services Terms <br />These terms are part of the Agreement and apply to any consulting and support services Microsoft <br />performs ("Professional Services"). Professional Services Microsoft performs will be described in a work <br />order or other description of services that incorporates the Agreement (a "Statement of Services"). Any <br />computer code or materials other than Products or Fixes that Microsoft leaves with Customer at the <br />conclusion of Microsoft's performance of Professional Services are considered "Services Deliverables." <br />a. Pre-existing work. All rights in any computer code or other written materials developed or <br />otherwise obtained independent of this Agreement ("Pre-existing Work") will remain the sole <br />property of the party providing it. Each party may use, reproduce and modify the other party's Pre- <br />existing Work only as needed to perform obligations related to Professional Services. <br />b. Services Deliverables. Upon payment in full for the Professional Services, Microsoft grants <br />Customer a non-exclusive, non -transferable, perpetual license to reproduce, use and modify the <br />Services Deliverables solely for Customer's internal business purposes, subject to the terms and <br />conditions in this Agreement. <br />c Use of technical Information from Professional Services. Microsoft may use any technical <br />information it derives from providing Professional Services for problem resolution, troubleshooting, <br />product functionality enhancements, Fixes, and for Microsoft's knowledge base. Microsoft agrees <br />not to identify Customer or disclose any of Customer's Confidential Information as part of such use. <br />d. Professional Services warranty. Microsoft warrants that it will perform Professional Services with <br />professional care and skill. If Microsoft fails to do so and Customer notifies Microsoft within 90 days <br />of the date the Professional Services were performed, then Microsoft will, at its discretion and as <br />Customer's sole remedy for the breach of the warranty, either re -perform the Professional Services <br />MM May 2016 (ENG) gage 8 of 9 <br />