Service Subscription Agreement

Last Updated: December 2006

1. THIS IS AN AGREEMENT BETWEEN YOU AND MICROSOFT

This is an agreement between you and Microsoft Corporation ("Microsoft") (located at One Microsoft Way, Redmond, WA 98052-6399, ("Agreement"). This Agreement governs your use of the MSN Direct Service, and you agree to all of its terms and conditions by consenting to the Agreement, by using the Service, or by allowing someone else to use the Service. You represent that you are at least 18 years old, and all information that you submit is correct.

THIS AGREEMENT CONTAINS DISCLAIMERS OF WARRANTIES AND LIABILITY (See Sections 13, 14, and 15); AND AN EXCLUSIVE REMEDY (See Section 14). THESE PROVISIONS FORM AN ESSENTIAL BASIS OF OUR BARGAIN.

"Commute Location" means the metropolitan area within the Coverage Area in which you commute on a regular basis (e.g., for work or school) that is selected by you pursuant to Site instructions so that your Device will receive Personal Information in that location.

"Coverage Area" means the areas of the United States and Canada (exclusive of U.S. Territories and Puerto Rico) in which Microsoft provides Service using the FM Subcarrier Network – these areas may change from time to time and may become unavailable. Go to http://direct.msn.com/about/coverage.aspx to see the current areas.

"Customer Instructions" means the printed instructions regarding the MSN Direct Service and how to subscribe to it that the Device retailer provides with the Device. Go to http://www.msndirect.com/SmartWatchQuickStartGuide.aspx for another copy or contact your Device retailer.

"Device" means the Watch and other items that contain Microsoft proprietary technology that Microsoft has agreed may be used to utilize the Service.

"FM Subcarrier Network" means the network of FM subcarrier channels of FM radio stations located in the Coverage Area, which Microsoft uses to transmit data to the Device in connection with the provision of MSN Direct Service.

"Home Location" means the metropolitan area within the Coverage Area in which you reside that is selected by you pursuant to Site instructions so that your Device will receive Personal Information in that location.

"MSN Direct Service" or "Service" means all services provided by Microsoft pursuant to this Agreement, including without limitation Microsoft’s (a) allowing access to the Site, (b) allowing access to the subscribed data that will be provided over the FM Subcarrier Network to Devices, and (c) other services or items that may be provided from time to time in connection with the foregoing, including but not limited to, related support (if any), content, software or documentation.

"Personal Information" means data sent by the Service, which is intended solely for you and no other subscriber, and is sent only to your Home Location and Commute Location (if established by you on the Site), or to your Travel Location (if established by you on the Site before you travel). Personal Information includes messages sent to you through MSN Messenger, your Microsoft Outlook calendar appointments, activation messages (such as a "welcome" message) and system configuration messages that will not be displayed to you.

"Site" means the MSN Direct Web site, an Internet Web site at http://www.msndirect.com/ and any successor sites.

"Travel Location" means the metropolitan area within the Coverage Area to which you travel (other than your Commute Location) that is selected by you pursuant to Site instructions so that your Device will receive Personal Information in that location.

"Watch" means a wrist timepiece produced or sold by persons other than Microsoft that contains Microsoft proprietary technology that Microsoft has agreed may be used in the timepiece and which allows the timepiece to utilize the Service.

3. NATURE OF THE SERVICE; DELIVERY OF PERSONAL INFORMATION; NUMBER OF DEVICES AND USE OF DATA; SECURITY

3.1 Nature of Service. You may access the Site any time it is available during the period of your subscription, but Microsoft reserves the right to change the Service and the FM Subcarrier Network in its discretion from time to time, including, but not limited to, removing, adding or changing content delivered as part of the Service and Coverage Area. Microsoft cannot promise that the Site or the FM Subcarrier Network will be available all the time. The Device should show text and other content provided over the FM Subcarrier Network if the Device is appropriately produced and configured by the Device retailer. The Service does not include sending data from Devices.

The Service is intended to allow the Device to receive the data that you selected when you subscribed for the Service, such as data regarding stocks, sports, calendar items, personal messages, news, weather, movies, daily diversions and traffic. However, the Device capacity is limited, so you should make choices about what aspects of the Service you most prefer. The number of content options you select and the amount of information sent to the Device will affect the time it takes to receive data as well as how much, and for how long, data can be stored on your Device.

The Device will store messages, news items and calendar appointments up to the available limits. Once the number of messages, news items or calendar appointments reaches the applicable limit, the Device will begin to delete previously stored data in order to store the latest information received.

The entire Service is subject to the disclaimers and limitations contained in this Agreement. Data is not necessarily real-time data (for example, stock data is delayed at least 20 minutes before release by the FM Subcarrier Network, a longer time may pass before it is sent to Microsoft for transmission to Devices, and the transmission process itself takes time). Except for Personal Information, the Service generally provides data from the FM Subcarrier Network throughout the Coverage Area, so when you are in the Coverage Area, you should have access to the available information you selected. Section 3.2 below describes additional limitations on delivery of Personal Information as part of the Service.

3.2 Limitations on Delivery of Personal Information. While Microsoft endeavors to deliver Personal Information to your Device, you should not rely on the Service as your sole access to messages since traffic on the FM Subcarrier Network and the number of content options you select may increase the possibility that not all messages will be received by your Watch.

The Service includes a monthly limitation on the number of personal messages that you may receive through MSN Messenger. If Microsoft enables the Service to provide additional messages through MSN Messenger (up to a maximum limit), additional fees will be due if you choose to increase your monthly limitation. If you are using a Microsoft Windows operating system on your personal computer, you may also choose to send your Microsoft Outlook calendar appointments to your Watch. To enable this feature, you must install additional software from the Site to your personal computer. There is a separate limit on the number of calendar appointments that you may receive, which may not be increased.

Personal Information is sent to your Home Location and your Commute Location (if present), or to a Travel Location (if you have established a Travel Location on the Site prior to the start of your travel). When you establish a Travel Location, your Personal Information will be available in the Travel Location instead of in your Home Location. Your Personal Information may be sent to both the Home Location and the Travel Location for approximately twenty-four (24) hours at the beginning and end of your travel.

If you want to receive Personal Information at locations in addition to your Home Location and Commute Location, or Travel Location, additional fees will apply (see Site for details).

3.3 Number of Devices and Use of Data. Your subscription for Service includes the right to use the Service for two (2) Devices. If you only had one Device when you initially subscribed, you may add another one later by following the Site instructions for adding Devices. If you want to subscribe to the Service for more than two Devices, you need to enter into a new service subscription agreement. You agree: (a) not to use more than two Devices per Agreement, (b) not to receive more data than you subscribed for, and (c) not to alter or do anything else to a Device or any software in it that would make it capable of receiving data for which there is not a valid service subscription agreement. These promises shall survive termination of this Agreement and the Service.

3.4 Security. The data stream from the Service to the Device is encrypted. No security system is unbreakable, but providing this encryption helps to ensure the security of your Personal Information.

4. UNIQUE THINGS TO NOTE ABOUT THE SERVICE

Information about the Service is also included in the Customer Instructions. The Watch is unique and is not necessarily like other devices to which you may be accustomed, so in addition to reading the Watch retailer’s materials, you agree that you will use the Service, or cause it to be used, appropriately and to avoid risk. Other Devices may present the same or additional risks depending upon what the Device is.

CAUTION – SAFETY FIRST: Please devote your attention first and foremost to what you are doing regardless of the Service – safety is your responsibility. Watches (and some other Devices) can be worn in a variety of settings, so use the Service sensibly and safely. For example, you should not read messages while driving, using machinery, or crossing streets. If conditions so indicate, the Device should be ignored and read only when it is safe to do so. Be aware that some Watches (and some other Devices) emit sounds. If you are engaged in activities where sounds will be distracting, you should adjust sound settings appropriately.

Battery: The Watch battery should last 2-4 days on a single charge, so charge it nightly. As the battery grows weaker, you can lose reception, functionality, and data, so charging is critical. If the battery runs out, some of your data may be lost due to the limited amount of permanent memory in the Device. The amount of data saved depends on many factors, including, but not limited to, the amount of content to which you subscribe and whether you manually delete information. In the event that data is lost, it may be reacquired once the battery is recharged and the Watch is able to reacquire the FM Subcarrier Network transmission. However, if lost data is no longer being transmitted, it will not be possible to reacquire that data. In some instances, your content selections may be lost. If this happens, you will need to go to the Site and reselect the content you want.

Time Functions: The Watch will keep time even if you terminate Service, but the time will not be updated by the atomic clock unless it is within the Coverage Area and receiving a signal.

Continuing Service: Unless you continue the Service for as long as the Device is used, you cannot take full advantage of the Device’s full functionality.

Reception Limitations: Receipt of data is affected by the interruption of FM transmission, the relative strength of the signal, and reception limitations of the FM Subcarrier Network, as well as other factors such as your location within certain structures that may block FM signals (e.g., when you are in a garage).

Reliance: The Watch capacity is limited and not as robust as other things or services (such as a car with a large antenna or desktop computer with a large memory or an e-mail service), so do not rely on it as the sole method of meeting your needs or obtaining your Personal Information.

Airline Travel: The FM radio receiver on your Device must be turned off while flying.

Additional Software: For some features, you may need to download additional software to your personal computer.

5. THE SERVICE IS INDEPENDENT OF THE DEVICE

The Service and the Device are provided separately by different entities. Your ability to obtain a refund, warranty service, or any support for the Device depends on your contract with your Device retailer and laws applicable to it. If you are not satisfied with the Service, you may terminate it subject to the terms of this Agreement; but if you also want to return the Device, you must do so within the return period (if any) offered by your Device retailer.

6. HOW MICROSOFT MAY MODIFY THIS AGREEMENT

If Microsoft changes this Agreement, it will notify you at least thirty (30) days before such changes become effective. Microsoft may notify you via e-mail, online posting or other means. If you do not agree to such changes, then you must cancel your subscription and stop using the Service before such changes become effective. Your continued use of the Service after the effective date of such changes constitutes your acceptance of, and agreement to, such changes.

The Service is only for your personal use. You will not use the Service for commercial purposes. You will not use the Service in any way that is unlawful, or harms any of the Microsoft Parties as defined below or any customer of a Microsoft Party, as determined in Microsoft’s sole discretion. Microsoft may tell you about certain specific harmful uses in a code of conduct or other notices available through the Service, but has no obligation to do so. You may not use the Service in any way that breaches any code of conduct or other notice applicable to the Service.

8. YOU ARE RESPONSIBLE FOR THE SERVICE ACCOUNT

You are responsible for all activity under your Service account (such activity includes, but is not limited to, your authorization of third parties to provide your Microsoft Outlook calendar information to you using the Service). You are responsible for maintaining the confidentiality of any password connected with your Service account. If someone other than you will use the Device or Service but you are paying for the Service, you agree to cause the user to comply with this Agreement. Because you are consenting to the Agreement, you are the person responsible for compliance and payment, even if someone else uses the Device. The user is not a third party beneficiary of this Agreement and you agree to inform any users (other than you) of all relevant terms and to pass on all relevant information or notices. Similarly, you agree to instruct the user to inform you if he or she receives any notices on the Device that you should know about.

9.1 Not Applicable to Some Situations. If the Service is available without a fee, then this Section 9 will not apply. If the Service is provided for a fee paid to Microsoft (either currently, or in the future), then the terms of this Section 9 apply to you. If the Service is provided for a fee paid to a company other than Microsoft, the terms applicable to charges and billing are as set forth by the other company.

9.2 Payment Method. Microsoft bills you through an online account (your "Billing Account") for the Service. You will pay Microsoft all charges at the prices then in effect for the Service ordered using your Billing Account, and you authorize Microsoft to charge, and you agree to pay, using your designated payment method (your "Payment Method") for the Service. Microsoft reserves the right to correct any errors or mistakes that it makes even if it has already requested or received payment. If you have subscribed for the Service on the 29th, 30th, or 31st day of the month, then the anniversary date of your subscription period will be deemed to be the 1st day of the following month. You represent that you are authorized to use the Payment Method. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT IN ORDER TO RECEIVE THE SERVICES ORDERED. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY MICROSOFT IF YOUR PAYMENT METHOD IS CANCELED (FOR EXAMPLE, FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT https://billing.microsoft.com/.

9.3 Trial Period Offers. If you are participating in any trial period offer, you must terminate the Service by the end of the applicable trial period to avoid incurring applicable charges. If you do not terminate your trial subscription by the end of the trial period, then you hereby authorize Microsoft to charge your Payment Method for the Service.

9.4 Prices and Price Increases. Prices for the Service exclude all applicable taxes and telecommunication charges, unless expressly stated otherwise, and such taxes and charges are your responsibility. Currency exchange settlements will be based on agreements between you and the provider of your Payment Method (your "Payment Method Provider"). Microsoft may, with reasonable notice, change the pricing of the Service, from time to time. If there is a specific duration and price for your Service subscription, then that price will remain in effect for such duration, but continued use of the Service thereafter will be at the new price. If your Service subscription is on a period basis (for example, monthly), with no specified duration, then any change in pricing will be effective on the date indicated by Microsoft. If you do not agree to such change, then you must cancel your Service subscription and stop using the Service prior to the effective date of such change.  Your continued use of the Service after the effective date of such change constitutes your acceptance of and agreement to such change. If you terminate your Service subscription, then such termination will be effective at the end of your current Service subscription term or, if your account is billed on a period basis, at the end of the period in which you provide such notice. The charges for the Service are payable in advance, unless stated otherwise. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, GO TO https://billing.microsoft.com/.

If the amount to be charged to your Billing Account varies from the amount you have preauthorized, you have the right to receive, and Microsoft will so provide, notice of the amount to be charged and the date of the charge at least ten (10) days before the scheduled date of the transaction. Your agreement with your Payment Method Provider will govern your use of that Payment Method. You agree that Microsoft may accumulate charges incurred during one or more of your monthly billing cycles and submit them as one or more aggregate charges at any time. MICROSOFT MAY CONTINUE TO SUBMIT ALL RECURRING OR PERIODIC CHARGES FOR THE SERVICE WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (CONFIRMED IN WRITING UPON REQUEST) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE MICROSOFT REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, GO TO https://billing.microsoft.com/.

9.5 Refund Policies. All charges are non-refundable unless expressly stated otherwise, or otherwise provided by applicable law. The costs of any returns, if permitted, will be at your expense, unless otherwise provided by applicable law.

9.6 Online Statement. You can sign into https://billing.microsoft.com/ to view your online billing statement ("Online Statement"). Your Online Statement will be updated monthly. Except as otherwise required by applicable law, the Online Statement is the only such billing statement that Microsoft will provide to you. IT IS YOUR RESPONSIBILITY TO PRINT OR SAVE A COPY OF YOUR ONLINE STATEMENT AND TO RETAIN THIS COPY FOR YOUR RECORDS. You may request a paper copy of your Online Statement, but you will be charged a retrieval fee. To request a paper copy of your Online Statement, go to https://billing.microsoft.com/. Paper copies of your Online Statement will only be provided for a period of one hundred twenty (120) days from the date of the Online Statement. Your inability to view an Online Statement does not extend, or relieve you of, your obligation to pay any amounts owing to Microsoft. Unless you notify Microsoft of any error within one hundred twenty (120) days after it first appears in any Online Statement, such statement will be deemed accepted by you for all purposes, including, without limitation, resolution of inquiries made by your Payment Method Provider. YOU RELEASE MICROSOFT FROM ALL LIABILITY AND CLAIMS OF LOSS RESULTING FROM ANY ERROR THAT IS NOT REPORTED TO MICROSOFT WITHIN 120 DAYS AFTER THE ERROR FIRST APPEARS ON YOUR ONLINE STATEMENT.

9.7 Due Date; Late Charge. All amounts you owe Microsoft must be paid in full on the date such payment is deemed due by Microsoft. You shall pay any late charges that Microsoft assesses on amounts due but not timely paid. The late charge will be the lesser of 1% per month (or 12% per annum) on the total amount due but not paid or the maximum rate that is permitted by law. Microsoft reserves the right to refer your Billing Account to a third party for collection in the event of default. You agree to pay all costs incurred in the enforcement of this Agreement and in collection of any delinquent amounts due, including reasonable attorneys’ fees and other legal fees and costs.

9.8 Default. If Microsoft does not receive payment for any charge to your Billing Account, you will be in default and Microsoft may suspend or cancel the Service and your access to the Service. If your Payment Method Provider seeks return of payments previously made to Microsoft, but Microsoft in good faith believes that you are liable for the charges, then, subject to applicable law, Microsoft may seek payment from you and you will also be in default.

10. MATERIALS YOU POST OR PROVIDE; COMMUNICATIONS MONITORING

For materials you post or otherwise provide to Microsoft related to the Service (a "Submission"), you grant Microsoft permission to (1) use, copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, modify, translate and reformat your Submission, each in connection with the Service, and (2) sublicense these rights. Microsoft will not pay you for your Submission. Microsoft may remove your Submission at any time. For each Submission, you represent that you have all rights necessary for you to make the grants in this section. Microsoft may access and/or disclose information about you, including contents of communications, in order to: (1) conform to legal requirements or respond to legal process; (2) ensure your compliance with this Agreement; or (3) protect the rights, property, or interests of Microsoft, its members, or the public.

11. SOFTWARE

Your use of any software associated with the Service will be governed by the terms and conditions of the end user license agreement ("EULA") accompanying such software. If you receive any software that is not accompanied by a EULA, then Microsoft grants to you a non-exclusive, revocable, personal, non-transferable license to use such software solely in connection with the Service. Microsoft reserves all rights to such software not expressly granted to you in this Agreement. Such software is protected by copyright and other intellectual property laws and treaties. Microsoft or its suppliers own the title, copyright, and other intellectual property rights in such software, and such software is licensed, not sold. The license granted you under this section for such software will terminate on the date your Service subscription terminates. Microsoft may disable such software after the date the Service terminates. You will not disassemble, decompile, or reverse engineer, such software or any equipment included in the Service. Microsoft may automatically check your version of such software and may automatically download upgrades to such software to your Device to update, enhance and further develop the Service.

12. PERFORMANCE AND USAGE INFORMATION

Microsoft may automatically upload performance and usage information for evaluating the Service and the software associated with the Service. Such information will not personally identify you. You may opt out of the automatic uploading of your usage information (but not performance information) as indicated in the software associated with the Service.

13. MICROSOFT MAKES NO WARRANTY

MICROSOFT PROVIDES THE SERVICE "AS IS," "WITH ALL FAULTS" AND "AS AVAILABLE," AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. MICROSOFT, ITS AFFILIATES, ITS RESELLERS, DISTRIBUTORS, SERVICE PROVIDERS AND/OR SUPPLIERS, INCLUDING ENTITIES IN THE FM SUBCARRIER NETWORK (COLLECTIVELY, THE "MICROSOFT PARTIES") MAKE NO WARRANTIES. THE MICROSOFT PARTIES DISCLAIM ANY AND ALL WARRANTIES, EXPRESS, STATUTORY AND IMPLIED, INCLUDING WITHOUT LIMITATION (1) WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT, (2) WARRANTIES ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (3) WARRANTIES THAT ACCESS TO OR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE OF THIS AGREEMENT.

Your Device retailer is not authorized to make warranties for any of the Microsoft Parties. You acknowledge and agree that any remedy on a warranty provided by the Device retailer will be exercised by you or the Device owner or user solely against the Device retailer.

14.1 THE MICROSOFT PARTIES’ AGGREGATE, CUMULATIVE LIABILITY RELATING TO THIS AGREEMENT AND YOUR USE OF THE SERVICE SHALL BE LIMITED TO YOUR ACTUAL, RECOVERABLE, DIRECT DAMAGES , IF ANY, WHICH DAMAGES IN NO EVENT SHALL EXCEED AN AMOUNT EQUAL TO YOUR SERVICE FEE FOR ONE MONTH. RECOVERY OF SUCH DAMAGES IN THIS AMOUNT SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 14.1, THE MICROSOFT PARTIES DISCLAIM ANY AND ALL LIABILITY FOR DAMAGES OF ANY KIND ARISING OUT OF, BASED ON, OR RESULTING FROM, THIS AGREEMENT OR YOUR USE OF THE SERVICE.

14.2 IN NO EVENT SHALL ANY OF THE MICROSOFT PARTIES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM THIS AGREEMENT OR YOUR USE OF THE SERVICE, EVEN IF ANY OF THE MICROSOFT PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION OF DAMAGES UNDER THIS SECTION 14.2 IS INDEPENDENT OF YOUR EXCLUSIVE REMEDY AND SURVIVES IN THE EVENT SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE DEEMED UNENFORCEABLE.

14.3 THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION 14 APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (1) BREACH OF CONTRACT, (2) BREACH OF WARRANTY, (3) NEGLIGENCE, MISREPRESENTATION OR OTHER TORT, (4) PRODUCTS LIABILITY, OR (5) ANY OTHER CAUSE OF ACTION TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW.

THE MICROSOFT PARTIES MAY CHANGE THE SERVICE OR DELETE FEATURES IN ANY WAY, AT ANY TIME AND FOR ANY REASON. As you use the Service, you should expect to receive access to or use various items such as information, materials, graphics, software, data and content (collectively, "Content") originated by Microsoft and persons other than Microsoft (any such person is referred to as a "Third Party"). WITHOUT LIMITING THE GENERALITY OF SECTIONS 13 AND 14, YOU ACKNOWLEDGE AND AGREE THAT THE MICROSOFT PARTIES ARE NOT RESPONSIBLE OR LIABLE FOR (1) ANY CONTENT OR BROADCAST, INCLUDING WITHOUT LIMITATION, ANY INFRINGING, INACCURATE, OBSCENE, INDECENT, THREATENING, OFFENSIVE, DEFAMATORY, TORTIOUS, OR ILLEGAL CONTENT OR BROADCAST, OR (2) ANY THIRD PARTY CONDUCT, INCLUDING WITHOUT LIMITATION, ANY USE OF YOUR SERVICE ACCOUNT BY THIRD PARTIES WHICH YOU HAVE AUTHORIZED, OR ANY THIRD PARTY’S UNAUTHORIZED ACCESS TO OR ALTERATIONS OF YOUR SERVICE ACCOUNT, TRANSMISSIONS OR DATA. IN ADDITION, WITHOUT LIMITING THE GENERALITY OF SECTIONS 13 AND 14, YOU ACKNOWLEDGE AND AGREE THAT MICROSOFT IS NOT RESPONSIBLE OR LIABLE FOR (1) ANY VIRUSES OR OTHER DISABLING FEATURES THAT AFFECT YOUR ACCESS TO OR USE OF THE SERVICE, (2) ANY INCOMPATIBILITY BETWEEN THE SERVICE AND OTHER SERVICES, SOFTWARE AND HARDWARE, OR (3) ANY DELAYS OR FAILURES YOU MAY EXPERIENCE IN INITIATING, CONDUCTING OR COMPLETING ANY TRANSMISSIONS OR TRANSACTIONS IN CONNECTION WITH THE SERVICE IN AN ACCURATE OR TIMELY MANNER. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN SECTIONS 13, 14 AND 15 OF THIS AGREEMENT APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND ARE NOT INTENDED TO DEPRIVE YOU OF ANY MANDATORY PROTECTIONS PROVIDED TO YOU UNDER APPLICABLE LAW.

Microsoft may terminate or suspend the Service at any time, with or without cause, with or without notice. Upon termination of the Service, your right to use the Service will immediately cease, and Microsoft will have no obligation to provide the Service to you. UPON SUCH CANCELLATION OR SUSPENSION, MICROSOFT MAY STOP DELIVERY OF THE SERVICE, AND ANY INFORMATION YOU HAVE STORED ON THE SERVICE MAY NOT BE RETRIEVED LATER. Termination of the Service by Microsoft will not alter your obligation to pay all charges made to your Billing Account, except that, if Microsoft terminates the Service in its entirety without cause, then Microsoft will refund you on a pro-rata basis the amount of your payment corresponding to the portion of your subscription remaining after such termination.

You may terminate the Service at any time, with or without cause, upon notice to Microsoft as specified by the Service. If you are participating in any trial period offer, you must terminate the Service by the end of the applicable trial period to avoid incurring applicable charges. Certain Service promotions or plans may require termination charges, and you will pay all such termination charges as specified in the materials describing such promotion or plan. Termination of the Service by you will not alter your obligation to pay all charges made to your Billing Account.

Claims for enforcement, breach or violation of duties or rights under this Agreement will be adjudicated under the laws of the State of Washington, without reference to conflict of laws principles. All other claims, including, without limitation, claims under or for violation of state consumer protection laws, unfair competition laws, and in tort, will be adjudicated under the laws of your state of residence in the United States. You hereby irrevocably consent to the exclusive jurisdiction and venue of state or federal courts in King County, Washington, USA in all disputes arising out of or relating to the use of the Service.

All provisions of this Agreement apply to the maximum extent permitted by applicable law. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect. Microsoft may assign this Agreement, in whole or in part, at any time with or without notice to you. You may not assign this Agreement, or assign, transfer or sublicense any rights in the Service or your Billing Account. Except as expressly stated herein, this Agreement constitutes the entire agreement between you and Microsoft with respect to the Service and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Microsoft with respect to the Service. The section titles in the Agreement are used solely for the convenience of the parties and have no legal or contractual significance.

20. YOU HAVE LIMITED TIME TO BRING YOUR CLAIM

YOU AND MICROSOFT AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

21. YOUR NOTICES TO MICROSOFT

Notices given by you to Microsoft must be given by e-mail and addressed as stated in the customer support area for the Service, or by postal mail. Send postal mail notices to Microsoft at Microsoft Corporation, Attention: MSN Direct Customer Service, One Microsoft Way, Redmond, WA 98052-6399, USA.

22. MICROSOFT’S NOTICES TO YOU; CONSENT REGARDING ELECTRONIC INFORMATION

YOU CONSENT TO MICROSOFT PROVIDING YOU ANY INFORMATION THAT MICROSOFT IS REQUIRED BY LAW TO SEND TO YOU REGARDING THE SERVICE ("REQUIRED INFORMATION") IN ELECTRONIC FORM. MICROSOFT MAY PROVIDE REQUIRED INFORMATION TO YOU (1) VIA E-MAIL AT THE E-MAIL ADDRESS YOU SPECIFIED WHEN YOU SIGNED UP FOR YOUR SERVICE, (2) BY ACCESS TO A MICROSOFT WEB SITE THAT WILL BE DESIGNATED IN AN E-MAIL NOTICE SENT TO YOU AT THE TIME THE INFORMATION IS AVAILABLE, OR (3) BY ACCESS TO A MICROSOFT WEB SITE THAT WILL BE GENERALLY DESIGNATED IN ADVANCE FOR SUCH PURPOSE. NOTICES PROVIDED TO YOU VIA E-MAIL WILL BE DEEMED GIVEN AND RECEIVED ON THE TRANSMISSION DATE OF SUCH E-MAIL. You may request a paper copy of any Required Information. You may request paper copies, withdraw your consent, or update your e-mail address by following the instructions at https://billing.microsoft.com/. If you choose to withdraw your consent, then Microsoft may terminate your Service. Microsoft must receive your paper copy request within one hundred twenty (120) days from the date that Microsoft first provided the Required Information to you. Microsoft may charge a reasonable fee for providing such paper copies.

23. HARDWARE AND SOFTWARE REQUIREMENTS

To receive Required Information from Microsoft you must have an e-mail address, Internet Explorer 5.X (or above) or Netscape Navigator 6.x (or above), and software capable of sending and receiving e-mail via the Internet. Also, your computer must be able to print or store Required Information received in a plain-text formatted e-mail message or through a Microsoft Web site using the browser specified above. YOU CONFIRM THAT YOUR COMPUTER SATISFIES THE HARDWARE AND SOFTWARE REQUIREMENTS STATED ABOVE. YOU CONFIRM THAT YOU SPECIFIED A CURRENT E-MAIL ADDRESS FOR RECEIVING REQUIRED INFORMATION WHEN YOU SIGNED UP FOR YOUR SERVICE.

24.  ADDITIONAL TERMS REGARDING MSN DIRECT SERVICE INFORMATION

Stock Quotes

Stock quotes provided by MSN Direct Service are supplied by S&P ComStock, Inc. Unless otherwise indicated, stock quotes are delayed at least 20 minutes (NASDAQ stock quotes are delayed at least 15 minutes). Your actual receipt of real-time quotes may be affected by delays in transmission over the Direct Band Network, and by other causes.

Stock quotes are believed to be accurate and timely (subject to the aforementioned delays), but Microsoft and its suppliers do not warrant or guarantee such accuracy or timeliness. You should always consult a stock broker or other authorized financial advisor or representative to establish actual stock prices before making any stock trades or other financial decisions. Microsoft and its suppliers do not authorize the use of stock quote information for any purpose other than your personal use, and prohibit to the maximum extent allowable the resale, redistribution, and use of this information for commercial purposes.

Restrictions on Use of S&P ComStock Information

All information provided by S&P ComStock, Inc. ("ComStock") and its affiliates (the "ComStock Information") included in the MSN Direct Service is owned by or licensed to ComStock and its affiliates and any user is permitted to store, manipulate, analyze, reformat, print and display the ComStock Information only for such user's personal use. In no event shall any user publish, retransmit, redistribute or otherwise reproduce any ComStock Information in any format to anyone, and no user shall use any ComStock Information in or in connection with any business or commercial enterprise, including, without limitation, any securities, investment, accounting, banking, legal or media business or enterprise. Prior to the execution of a security trade based upon the ComStock Information, you are advised to consult with your broker or other financial representative to verify pricing information. Neither ComStock nor its affiliates make any express or implied warranties (including, without limitation, any warranty or merchantability or fitness for a particular purpose or use) regarding the ComStock Information. The ComStock Information is provided to the users "as is." Neither ComStock nor its affiliates will be liable to any user or anyone else for any interruption, inaccuracy, error or omission, regardless of cause, in the ComStock Information or for any damages (whether direct or indirect, consequential, punitive or exemplary) resulting therefrom.

Restrictions on Use of Associated Press Material

Associated Press ("AP") text, photo, graphic, audio and/or video material shall not be published, broadcast, rewritten for broadcast or publication or redistributed directly or indirectly in any medium. Neither these AP materials nor any portion thereof may be stored in a computer or a device except for personal and non-commercial use. AP will not be held liable in any way to you or to any third party or to any other person who may receive information through the MSN Direct Service or to any other person whatsoever, for any delays, inaccuracies, errors or omissions therefrom or in the transmission or delivery of all or any part thereof or for any damages arising from any of the foregoing or occasioned thereby.