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windows/privacy/data-processor-service-for-windows-public-preview-terms.md
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These Terms govern your use of the preview described below (“**Preview**”). In order to access the Preview, you must be a current Microsoft Windows customer with an Azure Active Directory (“**AAD**”) subscription. The Preview consists of features and services that are in preview, beta, or other pre-release form for use with Windows and AAD. These Terms govern your use of the preview described below (“**Preview**”). In order to access the Preview, you must be a current Microsoft Windows customer with an Azure Active Directory (“**AAD**”) subscription. The Preview consists of features and services that are in preview, beta, or other pre-release form for use with Windows and AAD.
**Section 1. Definitions**. The following terms have the following meanings: 1. **Definitions**. The following terms have the following meanings:
(a) "**Customer Data**" means all data, including all text, sound, video, or image files that are provided to Microsoft by, or on behalf of, you through your use of Windows or AAD. 1. "**Customer Data**" means all data, including all text, sound, video, or image files that are provided to Microsoft by, or on behalf of, you through your use of Windows or AAD.
(b) "**Feedback**" means, collectively, suggestions, comments, feedback, ideas, or know-how, in any form, that you or your users provide to Microsoft about Microsoft’s business, products, or services. 2. "**Feedback**" means, collectively, suggestions, comments, feedback, ideas, or know-how, in any form, that you or your users provide to Microsoft about Microsoft’s business, products, or services.
(c) "**Personal Data**" means any information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. 3. "**Personal Data**" means any information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
(d) "**Preview Data**" means all data, including all text, sound, video, or image files that are provided to Microsoft by, or on behalf of, you through use of the Services. 4. "**Preview Data**" means all data, including all text, sound, video, or image files that are provided to Microsoft by, or on behalf of, you through use of the Services.
(e) "**Subprocessor**" means other processors used by Microsoft to process Personal Data. 5. "**Subprocessor**" means other processors used by Microsoft to process Personal Data.
**Section 2. Scope of Services**. The Preview is for a service that enables organizations to become controllers of Windows diagnostic data on supported versions of Windows, with Microsoft operating as processor of the data (collectively, the “**_Services_**”). You will collaborate with Microsoft in order to provide Microsoft the ability to enable the Services for you. To access the Services, you will need to configure participating Windows devices; Microsoft will assist you in such configuration via documentation or other communications. 2. **Scope of Services**. The Preview is for a service that enables organizations to become controllers of Windows diagnostic data on supported versions of Windows, with Microsoft operating as processor of the data (collectively, the “**_Services_**”). You will collaborate with Microsoft in order to provide Microsoft the ability to enable the Services for you. To access the Services, you will need to configure participating Windows devices; Microsoft will assist you in such configuration via documentation or other communications.
**Section 3. Intellectual Property**. 3. **Intellectual Property**.
a. **License Grant**. During the term of this Preview (“**Term**”), Microsoft grants you and authorized users in your tenant for Windows a non-exclusive, non-transferable, non-sublicensable right and license to access and use the Services in accordance with these Terms. 1. **License Grant**. During the term of this Preview (“**Term**”), Microsoft grants you and authorized users in your tenant for Windows a non-exclusive, non-transferable, non-sublicensable right and license to access and use the Services in accordance with these Terms.
b. **Use Terms**. These Terms supersede any Microsoft terms and conditions or other agreement. You acknowledge that (i) the Services may not work correctly or in the manner that a commercial service may function; Microsoft may change the Services for the final, commercial version or choose not to release a commercial version; (ii) Microsoft may not provide support for the Services; (iii) the Online Services Terms (OST), including any obligations Microsoft may have regarding Customer Data, do not apply to the Services or Preview Data; (iv) Microsoft has no obligation to hold, export, or return Preview Data, except as described in these Terms; (v) Microsoft has no liability for the deletion of Preview Data, except as described in these Terms; and (vi) you may lose access to the Services and Preview Data after the Term. 2. **Use Terms**. These Terms supersede any Microsoft terms and conditions or other agreement. You acknowledge that (i) the Services may not work correctly or in the manner that a commercial service may function; Microsoft may change the Services for the final, commercial version or choose not to release a commercial version; (ii) Microsoft may not provide support for the Services; (iii) the Online Services Terms (OST), including any obligations Microsoft may have regarding Customer Data, do not apply to the Services or Preview Data; (iv) Microsoft has no obligation to hold, export, or return Preview Data, except as described in these Terms; (v) Microsoft has no liability for the deletion of Preview Data, except as described in these Terms; and (vi) you may lose access to the Services and Preview Data after the Term.
c. **Acceptable Use**. Neither you, nor those that access the Services through you, may: (a) use the Services: (i) in a way prohibited by law, regulation, governmental order or decree; (ii) to violate the rights of others; (iii) to try to gain unauthorized access to or disrupt any service, device, data, account or network; (iv) to spam or distribute malware; or (v) in a way that could harm the Services or impair anyone else’s use of it; or (b) reverse engineer, decompile, disassemble, or work around any technical limitations in the Services, or use the Services to create a competing product. You are responsible for responding to any third-party request regarding your use of the Services or Preview Data, such as a request to take down Preview Data under the U.S. Digital Millennium Copyright Act or other applicable laws. 3. **Acceptable Use**. Neither you, nor those that access the Services through you, may: (a) use the Services: (i) in a way prohibited by law, regulation, governmental order or decree; (ii) to violate the rights of others; (iii) to try to gain unauthorized access to or disrupt any service, device, data, account or network; (iv) to spam or distribute malware; or (v) in a way that could harm the Services or impair anyone else’s use of it; or (b) reverse engineer, decompile, disassemble, or work around any technical limitations in the Services, or use the Services to create a competing product. You are responsible for responding to any third-party request regarding your use of the Services or Preview Data, such as a request to take down Preview Data under the U.S. Digital Millennium Copyright Act or other applicable laws.
d. **Data Collection, Use and Location**. The Microsoft Privacy Statement https://privacy.microsoft.com/privacystatement applies to the collection, use and location of Preview Data. In the event of a conflict between Privacy Statement and the terms of these Terms, the terms of these Terms will control. 4. **Data Collection, Use and Location**. The Microsoft Privacy Statement https://privacy.microsoft.com/privacystatement applies to the collection, use and location of Preview Data. In the event of a conflict between Privacy Statement and the terms of these Terms, the terms of these Terms will control.
**Section 4. Confidentiality**. The following confidentiality terms apply to the Preview: 4. **Confidentiality**. The following confidentiality terms apply to the Preview:
1. During the Term plus 5 years, the parties will hold in strictest confidence and not use or disclose to any third party any Confidential Information of the other party. “Confidential Information” means all non-public information a party designates in writing or orally as being confidential, or which under the circumstances of disclosure ought to be treated as confidential. Confidential Information includes information relating to: </br></br> 1. During the Term plus 5 years, the parties will hold in strictest confidence and not use or disclose to any third party any Confidential Information of the other party. “Confidential Information” means all non-public information a party designates in writing or orally as being confidential, or which under the circumstances of disclosure ought to be treated as confidential. Confidential Information includes information relating to: </br></br>
1. a party’s released or unreleased software or hardware products;</br></br> 1. a party’s released or unreleased software or hardware products;</br></br>
@ -73,51 +73,51 @@ d. **Data Collection, Use and Location**. The Microsoft Privacy Statement https:
6. disaster recovery/business continuity; and</br></br> 6. disaster recovery/business continuity; and</br></br>
7. employee training. 7. employee training.
**Section 5. Data Protection.** 5. **Data Protection.**
a. **Generally**. To the extent Microsoft is a processor of Personal Data, the General Data Protection Regulation (GDPR) Terms in Appendix 1 govern that processing and the parties also agree to the following terms: **Generally**. To the extent Microsoft is a processor of Personal Data, the General Data Protection Regulation (GDPR) Terms in Appendix 1 govern that processing and the parties also agree to the following terms:
i. Processing Details: The parties agree that: 1. Processing Details: The parties agree that:
* The subject-matter of the processing is limited to Personal Data within the scope of the GDPR; * The subject-matter of the processing is limited to Personal Data within the scope of the GDPR;
* The duration of the processing shall be for the duration of your right to use the Services and until all Personal Data is deleted or returned in accordance with your instructions or these Terms; * The duration of the processing shall be for the duration of your right to use the Services and until all Personal Data is deleted or returned in accordance with your instructions or these Terms;
* The nature and purpose of the processing shall be to provide the Services pursuant to these Terms; * The nature and purpose of the processing shall be to provide the Services pursuant to these Terms;
* The types of Personal Data processed by the Services include those expressly identified in Article 4 of the GDPR to the extent included by Preview Data; and * The types of Personal Data processed by the Services include those expressly identified in Article 4 of the GDPR to the extent included by Preview Data; and
* The categories of data subjects are your representatives and end users, such as employees, contractors, collaborators, and customers. * The categories of data subjects are your representatives and end users, such as employees, contractors, collaborators, and customers.
i. Data Transfers: 2. Data Transfers:
* Preview Data and Personal Data that Microsoft processes on your behalf may be transferred to, and stored and processed in, the United States or any other country in which Microsoft or its Subprocessors operate. You appoint Microsoft to perform any such transfer of Preview Data and Personal Data to any such country and to store and process Preview Data and Personal Data to provide the Services. * Preview Data and Personal Data that Microsoft processes on your behalf may be transferred to, and stored and processed in, the United States or any other country in which Microsoft or its Subprocessors operate. You appoint Microsoft to perform any such transfer of Preview Data and Personal Data to any such country and to store and process Preview Data and Personal Data to provide the Services.
* Microsoft will abide by the requirements of European Economic Area and Swiss data protection law regarding the collection, use, transfer, retention, and other processing of Personal Data from the European Economic Area and Switzerland. All transfers of Personal Data to a third country or an international organization will be subject to appropriate safeguards as described in Article 46 of the GDPR and such transfers and safeguards will be documented according to Article 30(2) of the GDPR. * Microsoft will abide by the requirements of European Economic Area and Swiss data protection law regarding the collection, use, transfer, retention, and other processing of Personal Data from the European Economic Area and Switzerland. All transfers of Personal Data to a third country or an international organization will be subject to appropriate safeguards as described in Article 46 of the GDPR and such transfers and safeguards will be documented according to Article 30(2) of the GDPR.
* In addition, Microsoft is certified to the EU-U.S. and Swiss-U.S. Privacy Shield Frameworks and the commitments they entail. Microsoft agrees to notify you in the event that it makes a determination that it can no longer meet its obligation to provide the same level of protection as is required by the Privacy Shield principles. * In addition, Microsoft is certified to the EU-U.S. and Swiss-U.S. Privacy Shield Frameworks and the commitments they entail. Microsoft agrees to notify you in the event that it makes a determination that it can no longer meet its obligation to provide the same level of protection as is required by the Privacy Shield principles.
**Section 6. No Support or Incident Response.** Microsoft will have no obligation under these Terms to correct any bugs, defects or errors in the Services or AAD, provide any updates, upgrades or new releases, or otherwise provide any technical support or maintenance for any Services or AAD. You will make reasonable efforts to promptly report to Microsoft any defects you find in the Services, as an aid to creating improved revisions of the Services. Microsoft will have no obligation under these Terms to provide you with incident response as part of the Services. 6. **No Support or Incident Response.** Microsoft will have no obligation under these Terms to correct any bugs, defects or errors in the Services or AAD, provide any updates, upgrades or new releases, or otherwise provide any technical support or maintenance for any Services or AAD. You will make reasonable efforts to promptly report to Microsoft any defects you find in the Services, as an aid to creating improved revisions of the Services. Microsoft will have no obligation under these Terms to provide you with incident response as part of the Services.
**Section 7. Term and Termination.** The term of the Preview begins when you accept these Terms and continues until: (a) either party terminates this Preview by providing the other party: (i) 2 days’ notice for any reason (or no reason), or (ii) notice of such party’s breach of these Terms and such party fails to cure within 15 days, or (b) upon the general availability of the Services. When the Term ends, you will no longer have access to the Services, and Microsoft will no longer have the rights to access Customer Data granted herein. Each party will, on request, return or destroy the other’s Confidential Information provided under the Preview. 7. **Term and Termination.** The term of the Preview begins when you accept these Terms and continues until: (a) either party terminates this Preview by providing the other party: (i) 2 days’ notice for any reason (or no reason), or (ii) notice of such party’s breach of these Terms and such party fails to cure within 15 days, or (b) upon the general availability of the Services. When the Term ends, you will no longer have access to the Services, and Microsoft will no longer have the rights to access Customer Data granted herein. Each party will, on request, return or destroy the other’s Confidential Information provided under the Preview.
**Section 8. Feedback.** Providing Feedback is voluntary. Microsoft is under no obligation to post or use any Feedback. By providing Feedback to Microsoft, you (and anyone providing Feedback through your use of the Preview) irrevocably and perpetually grant to Microsoft and its affiliates, under all of its (and their) owned or controlled intellectual property rights, a worldwide, non-exclusive, fully paid-up, royalty-free, transferable, sub-licensable right and license to make, use, reproduce, prepare derivative works based upon, distribute, publicly perform, publicly display, transmit, and otherwise commercialize the Feedback (including by combining or interfacing products, services or technologies that depend on or incorporate Feedback with other products, services or technologies of Microsoft or others), without attribution in any way and for any purpose. You warrant that (a) you will not provide Feedback that is subject to a license requiring Microsoft to license anything to third parties because Microsoft exercises any of the above rights in your Feedback; and (b) you own or otherwise control all of the rights to such Feedback and that no such Feedback is subject to any third-party rights (including any personality or publicity rights). 8. **Feedback.** Providing Feedback is voluntary. Microsoft is under no obligation to post or use any Feedback. By providing Feedback to Microsoft, you (and anyone providing Feedback through your use of the Preview) irrevocably and perpetually grant to Microsoft and its affiliates, under all of its (and their) owned or controlled intellectual property rights, a worldwide, non-exclusive, fully paid-up, royalty-free, transferable, sub-licensable right and license to make, use, reproduce, prepare derivative works based upon, distribute, publicly perform, publicly display, transmit, and otherwise commercialize the Feedback (including by combining or interfacing products, services or technologies that depend on or incorporate Feedback with other products, services or technologies of Microsoft or others), without attribution in any way and for any purpose. You warrant that (a) you will not provide Feedback that is subject to a license requiring Microsoft to license anything to third parties because Microsoft exercises any of the above rights in your Feedback; and (b) you own or otherwise control all of the rights to such Feedback and that no such Feedback is subject to any third-party rights (including any personality or publicity rights).
**Section 9. Representations and Warranties; Limitation of Liability.** 9. **Representations and Warranties; Limitation of Liability.**
a. **By the Parties.** Each party represents and warrants to the other party that (a) it has all necessary rights, title, and authority to enter into and perform under these Terms; (b) its performance under these Terms will not breach any agreement with a third party; and (c) it will comply with any and all laws, rules, and regulations that are applicable to its performance under these Terms. 1. **By the Parties.** Each party represents and warrants to the other party that (a) it has all necessary rights, title, and authority to enter into and perform under these Terms; (b) its performance under these Terms will not breach any agreement with a third party; and (c) it will comply with any and all laws, rules, and regulations that are applicable to its performance under these Terms.
b. **Disclaimer.** EXCEPT AS OTHERWISE PROVIDED IN THESE TERMS AND TO THE EXTENT APPLICABLE LAW PERMITS, MICROSOFT (a) PROVIDES THE SERVICES AS-IS; (b) PROVIDES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; AND (c) DOES NOT GUARANTEE THAT THE SERVICES WILL BE AVAILABLE, UNINTERRUPTED, OR ERROR-FREE, OR THAT LOSS OF PREVIEW DATA WILL NOT OCCUR. 2. **Disclaimer.** EXCEPT AS OTHERWISE PROVIDED IN THESE TERMS AND TO THE EXTENT APPLICABLE LAW PERMITS, MICROSOFT (a) PROVIDES THE SERVICES AS-IS; (b) PROVIDES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; AND (c) DOES NOT GUARANTEE THAT THE SERVICES WILL BE AVAILABLE, UNINTERRUPTED, OR ERROR-FREE, OR THAT LOSS OF PREVIEW DATA WILL NOT OCCUR.
c. **Limitation of Liability.** Except as otherwise described in this Section 9, the only remedy either party has for claims relating to these Terms or participation in the Preview is to terminate these Terms or your participation in the Preview. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY DAMAGES, INCLUDING DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR DAMAGES FOR LOST REVENUE, LOST PROFIT, LOST BUSINESS INFORMATION, OR BUSINESS INTERRUPTION, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. The limitations in this Section 9 do not apply to claims arising from any breach of confidentiality obligations under Section 4. 3. **Limitation of Liability.** Except as otherwise described in this Section 9, the only remedy either party has for claims relating to these Terms or participation in the Preview is to terminate these Terms or your participation in the Preview. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY DAMAGES, INCLUDING DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR DAMAGES FOR LOST REVENUE, LOST PROFIT, LOST BUSINESS INFORMATION, OR BUSINESS INTERRUPTION, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. The limitations in this Section 9 do not apply to claims arising from any breach of confidentiality obligations under Section 4.
**Section 10. General.** 10. **General.**
a. **Non-Exclusivity.** These Terms are nonexclusive. These Terms do not restrict either party from entering into the same or similar arrangement with any third party. 1. **Non-Exclusivity.** These Terms are nonexclusive. These Terms do not restrict either party from entering into the same or similar arrangement with any third party.
b. **Jurisdiction and Governing Law.** The laws of the State of Washington, excluding conflicts of law provisions, govern these Terms. If federal jurisdiction exists, then each party consents to exclusive jurisdiction and venue in the federal courts in King County, Washington. If no federal jurisdiction exists, then each party consents to exclusive jurisdiction and venue in the Superior Court of King County, Washington. 2. **Jurisdiction and Governing Law.** The laws of the State of Washington, excluding conflicts of law provisions, govern these Terms. If federal jurisdiction exists, then each party consents to exclusive jurisdiction and venue in the federal courts in King County, Washington. If no federal jurisdiction exists, then each party consents to exclusive jurisdiction and venue in the Superior Court of King County, Washington.
c. **Force Majeure.** A party will not be liable for failure to perform an obligation under these Terms to the extent that failure is due to a cause beyond that party’s reasonable control, including natural disaster, war, civil disturbance, or governmental action. 3. **Force Majeure.** A party will not be liable for failure to perform an obligation under these Terms to the extent that failure is due to a cause beyond that party’s reasonable control, including natural disaster, war, civil disturbance, or governmental action.
d. **Attorneys’ fees.** If a party employs attorneys to enforce any rights arising out of or relating to these Terms, the prevailing party will be entitled to recover its reasonable attorneys’ fees, costs, and other expenses. 4. **Attorneys’ fees.** If a party employs attorneys to enforce any rights arising out of or relating to these Terms, the prevailing party will be entitled to recover its reasonable attorneys’ fees, costs, and other expenses.
e. **Assignment**. You may not assign these Terms or delegate any of your rights or obligations under these Terms to a third party without Microsoft’s prior written consent. 5. **Assignment**. You may not assign these Terms or delegate any of your rights or obligations under these Terms to a third party without Microsoft’s prior written consent.
f. **Entire Agreement.** These Terms are the entire agreement between the parties regarding its subject matter and replaces all prior agreements, communications, and representations between the parties regarding its subject matter. 6. **Entire Agreement.** These Terms are the entire agreement between the parties regarding its subject matter and replaces all prior agreements, communications, and representations between the parties regarding its subject matter.
g. **Survival.** Sections 3.b, 4, 7 (with respect to post-termination obligations), and 8-10 will survive these Terms’ expiration or termination.</br></br> 7. **Survival.** Sections 3.b, 4, 7 (with respect to post-termination obligations), and 8-10 will survive these Terms’ expiration or termination.</br></br>
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<b>Appendix 1: GDPR Terms</b><br> <b>Appendix 1: GDPR Terms</b><br>