Microsoft Individual User Purchase Terms 2024

Supplemental Individual User Purchase Terms

FOR INDIVIDUAL USERS (AS DEFINED BELOW), THE FOLLOWING ADDITIONAL TERMS BELOW ALSO APPLY.

IF INDIVIDUAL USER LIVES IN THE UNITED STATES, PLEASE READ THE “BINDING ARBITRATION AND CLASS ACTION WAIVER” CLAUSE IN THE “MISCELLANEOUS” SECTION. IT AFFECTS HOW DISPUTES CONCERNING THE MICROSOFT PRODUCT (INCLUDING ITS PRICE, ADVERTISING, MARKETING, OR COMMUNICATIONS), THE PURCHASE TRANSACTION, BILLING, OR THIS AGREEMENT ARE RESOLVED.

1. Definitions applicable to these Supplemental Individual User Purchase Terms:

“Customer” means the entity or individual identified as such on the account associated with this Agreement.

“Customer Individual User” means an Individual User who subscribes for or orders Products using an authentication identity (such as an email address) provided by the Individual User’s organization (such as an employer or school).

“Individual User” means any individual person (other than an Administrator) subscribing to Online Services for use by a member or members of the subscriber’s organization, and if such Online Services require payment of a fee, providing a payment method for which Individual User is personally responsible.

• The paragraph titled “Affiliates” in the “License to use Microsoft Products” section of this Agreement does not apply to Individual Users.
• The “License Transfer” paragraph under the “License to use Microsoft Products” section is replaced as follows:

For Individual User purchases,Customer may not assign this Agreement either in whole or in part or transfer licenses without Microsoft’s consent, except in case of an Administrator assumption of control as permitted in this Agreement.

• The below paragraphs are added under the “License to use Microsoft Products” section:
• Individual User and Customer rights. The following applies to Individual User purchases: To the extent Individual User is acting on behalf of its organization, the organization is the Customer and the owner of all rights and licenses to the Products that Individual User is purchasing hereunder, and Individual User’s access and rights thereto are granted to Individual User in its capacity as an end-user within such organization. In such case, if there is another agreement in effect with Microsoft pursuant to which the same organization maintains active subscriptions to Online Services (a “Prior Agreement”), then the terms of that Prior Agreement shall also govern the Customer’s use of and rights in and to the Online Services and control over any conflicting terms in the Agreement, but these Supplemental Terms shall continue to apply to Individual User.
• Authorization to use Customer domain and acknowledgement of shared directory data. For Customer Individual User purchases,Customer Individual User (1) represents that they have the authority to use that organization’s domain to sign up for a subscription or order Products in their capacity as a member of that organization; and (2) acknowledges that they will be added to a directory of users that share the same domain, and that directory data (name, date of signup, and email address) may be visible to other users of the Online Services within the same organization’s domain. All of the terms of the Agreement applicable to Customer (as amended and supplemented by these Individual User Purchase Terms) also apply to Customer Individual User.
• Assignment and assumption of rights and responsibilities.
• For Customer Individual User purchases, the organization within which Online Services are used, as the owner of the domain associated with the authentication identity used for the purchase, may assume control over and manage Customer Individual User’s use of the Online Services. If it does, the organization’s designated administrator (the “Administrator”) may (1) control and administer Customer Individual User’s account, including modifying and terminating Customer Individual User’s access, and (2) access and process Customer Individual User’s data, including the contents of Customer Individual User’s communications and files. For other Individual User purchases, the Administrator has the rights described in (1) and (2) above from the time of purchase.
• For any Individual User purchase, the Administrator may assume responsibility for future subscription fees or renewal fees. In such case, the Individual User must cancel the original subscription prior to the next renewal to avoid incurring any further payment obligation with respect to such subscription.
• Effective upon any assumption of control or responsibility by the Administrator over the Online Services, the subscription or associated fees, Individual User hereby assigns to such Customer organization all of its right, title, and interest, if any, in the Products arising out of this Agreement. Microsoft may inform Individual User that Customer’s organization has assumed control of the Online Services covered by Individual User’s subscription or responsibility for the associated payment obligations, but Microsoft is under no obligation to provide such notice.

d.   Data Subject Requests. Except where the Administrator has assumed control over the account, Customer Individual Users should direct data subject requests and privacy inquiries directly to Microsoft. For other Individual Users, since the organization is managing the account associated with Individual User’s subscription and administering use of the Online Services, Individual User should direct data subject requests and privacy inquiries to its Administrator.

5.    The “Data Protection and Processing” section is replaced as follows.

Individual User’s privacy is important to Microsoft. Please read the Microsoft Privacy Statement (https://go.microsoft.com/fwlink/?LinkId=521839) as it describes the types of data Microsoft collects from Individual user and Individual User’s devices (“Data”), how Microsoft uses that Data, and the legal bases Microsoft has to process that Data.

• The sections entitled “Confidentiality” and “Partners” do not apply to Individual Users.
• The first paragraph of the “Pricing and Payment” section is replaced as follows:

For Individual User purchases, pricing and payment terms for a given order are set by Microsoft, and Individual User will pay the amount due to Microsoft. In such case, Individual User remains solely responsible for timely payment of all amounts due to Microsoft in connection with the Products ordered by Individual User under this Agreement until they terminate the Agreement.

• The “Independent Contractors,” “Agreement not exclusive,” and “Assignment” paragraphs included in the “Miscellaneous” section do not apply to Individual Users.
• The below paragraph is added to the “Severability” paragraph of the “Miscellaneous” section:

For Individual User purchases, the “Binding arbitration and class action waiver” clause below describes what happens if parts of that “Binding arbitration and class action waiver” clause are found to be illegal or unenforceable. The “Binding arbitration and class action waiver” clause prevails over this section if inconsistent with it.

1. The “No third-party beneficiary” paragraph of the “Miscellaneous” section is replaced as follows:

For Individual User purchases, except for the “Binding arbitration and class action waiver” clause below, this Agreement does not create any third-party beneficiary rights except as expressly provided by its terms.

1. For Customers in the United States, the “Applicable Law” paragraph of the “Miscellaneous” section is replaced as follows:

For Individual Userpurchases, If Customer lives in (or if an organization has assumed the obligations of Customer under of the “License to Use Microsoft Products” section above, and has its principal place of business in) the United States, the laws of the state where Customer lives (or where the organization’s principal place of business is located) govern all claims, regardless of conflict of laws principles, except that the Federal Arbitration Act governs all provisions relating to arbitration. Customer and Microsoft irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in King County, Washington, for all disputes arising out of or relating to this Agreement or the Microsoft Product that are heard in court (excluding arbitration and small claims court). The 1980 United Nations Convention on Contracts for the International Sale of Goods and its related instruments will not apply to this Agreement.

1. For Customers in the United States, the “Dispute resolution” paragraph of the “Miscellaneous” section is replaced as follows:
2. Binding arbitration and class action waiver. For Individual User purchases, if you live in (or if an organization has assumed the obligations of Customer under the “License to Use Microsoft Products” section above and has its principal place of business in) the United States.

Customer and Microsoft agree to try for 60 days to resolve any dispute informally. If no resolution is reached, Customer and Microsoft agree to binding individual arbitration before the American Arbitration Association (“AAA”) under the Federal Arbitration Act (“FAA”), and not to sue in court in front of a judge or jury. Instead, a neutral arbitrator will decide, and the arbitrator’s decision will be final except for a limited right of review under the FAA. Class action lawsuits, class-wide arbitrations, private attorney-general actions, and any other proceeding where someone acts in a representative capacity are not allowed. Nor is combining individual proceedings without the consent of all parties. For purposes of this “Binding arbitration and class action waiver” clause, “Microsoft” includes Microsoft and its affiliates, and “Customer” includes any organization that assumed Customer’s obligations under the “License to Use Microsoft Products” section above.

• Disputes covered – everything except IP. The term “dispute” is as broad as it can be. It includes any claim or controversy between Customer and Microsoft concerning the Product, its price, advertising, marketing, communications, the purchase transaction, billing, or this Agreement, under any legal theory including contract, warranty, tort, statute, or regulation, except disputes relating to the enforcement or validity of Customer’s, Customer’s licensors,’ Microsoft’s, or Microsoft’s licensors’ intellectual property rights.
• Mail a Notice of Dispute first. If Customer has a dispute and Microsoft’s customer service representatives cannot resolve it, send a Notice of Dispute by U.S. Mail to Microsoft Corporation, ATTN: CELA Arbitration, One Microsoft Way, Redmond, WA 98052-6399. Include Customer’s name and contact information, what the problem is, and what Customer wants. A form is available at http://go.microsoft.com/fwlink/?LinkId=245499. Microsoft will do the same if it has a dispute with Customer. After 60 days, Customer or Microsoft may start arbitration if the dispute is unresolved.
• Small claims court option. Instead of mailing a Notice of Dispute, Customer may sue Microsoft in small claims court in Customer’s county of residence (or, if an organization assumed Customer’s obligations, its principal place of business) or King County, Washington, U.S.A. if the dispute meets the court’s requirements.
• Arbitration procedure. The AAA will conduct any arbitration under its Commercial Arbitration Rules (or its Consumer Arbitration Rules if Customer is an individual and Uses the Product for personal or household use, or if the value of the dispute is $75,000 or less, whether or not Customer is an individual and regardless of how Customer Uses the Product). For more information, see http://www.adr.org or call 1-800-778-7879. To start an arbitration, submit the form available at http://go.microsoft.com/fwlink/?LinkId=245497 to the AAA and mail a copy to Microsoft. In a dispute involving $25,000 or less, any hearing will be telephonic unless the arbitrator finds good cause to hold an in-person hearing instead. Any in-person hearing will take place in Customer’s county of residence (or, if an organization assumed Customer’s obligations, its principal place of business) or King County, Washington. Customer chooses. The arbitrator may award the same damages to Customer individually as a court could. The arbitrator may award declaratory or injunctive relief only to Customer individually to satisfy Customer’s individual claim. Under AAA Rules, the arbitrator rules on his or her own jurisdiction, including the arbitrability of any claim. But a court has exclusive authority to enforce the prohibition on arbitration on a class-wide basis or in a representative capacity.
• Arbitration fees and payments.
• Disputes involving $75,000 or less. Microsoft will promptly reimburse Customer’s filing fees and pay the AAA’s and arbitrator’s fees and expenses. If Customer rejects Microsoft’s last written settlement offer made before the arbitrator was appointed, Customer’s dispute goes all the way to an arbitrator’s decision (called an “award”), and the arbitrator awards Customer more than this last written offer, Microsoft will: (1) pay the greater of the award or $1,000; (2) pay Customer’s reasonable attorney’s fees, if any; and (3) reimburse any expenses (including expert witness fees and costs) that Customer’s attorney reasonably accrues for investigating, preparing, and pursuing Customer’s claim in arbitration.
• Disputes involving more than $75,000. The AAA rules will govern payment of filing fees and the AAA’s and arbitrator’s fees and expenses.
• Must file within one year. Customer and Microsoft must file in small claims court or arbitration any claim or dispute (except intellectual property disputes) within one year from when it first could be filed. Otherwise, it is permanently barred.
• Severability. If any part of the “Binding arbitration and class action waiver” clause is found to be illegal or unenforceable, the remainder will remain in effect (with an arbitration award issued before any court proceeding begins), except that if a finding of partial illegality or unenforceability would allow class-wide or representative arbitration, the section will be unenforceable in its entirety.
• Conflict with AAA rules. This Agreement governs to the extent it conflicts with the AAA’s Commercial Arbitration Rules or Consumer Arbitration Rules.