Last Updated: September, 2012

Bing Ads Accredited Professional Program Agreement
For an individual applying to obtain or maintain Bing Ads Accredited Professional Program accreditation.

To achieve Bing Ads Accredited Professional Program (the “Program”) accreditation status, in addition to other requirements detailed in the Program Logo Guidelines (as defined below) and/or herein, you must first receive Program accreditation.

This Bing Ads Accredited Professional Program Agreement (the “Agreement”) is a legal document between Microsoft Corporation or that Microsoft affiliate specifically identified in the Contracting Party Annex attached to this Agreement (“Microsoft") and you, the individual who has signed this Agreement (“you”). This Agreement is a part of, and all of its terms and conditions are incorporated into, the online or paper application you complete and sign to become Program accredited (“Application”). By signing the online or paper Application, you agree to be bound by this Agreement and the Program details currently located at http://advertise.bingads.microsoft.com/en-us/my-dashboard/logo-terms-conditions (the “Program Logo Guidelines”), which is incorporated herein and forms part of this Agreement.

1. Purpose. Microsoft is an innovative software company, and frequently releases new products and technologies into the marketplace. Many of Microsoft’s products and technologies are technically complex. In order to share information about services generally available from Bing Ads, Microsoft has developed the Program which grants accreditation to individuals who have complied with all requirements detailed herein and the Program Guide for becoming Program accredited.

2. Obtaining and Maintaining Accreditation. To be accredited by the Program, you must satisfy all applicable initial accreditation requirements described in the Program Guide. To maintain your Program accreditation, you must comply with all applicable continuing accreditation requirements described in the Program Guide. You agree that Microsoft may, at its sole discretion, change the Program accreditation requirements (both initial and continuing), the name of the Program and accreditation, the Program Guide, the Program Logo (“Logo” or “Badge”) at any time. Microsoft will notify you of such changes by posting them on the Program web site, by mail or by email to the addresses you provide us. You must notify Microsoft of any change in your address and email address from those given in your Application. Microsoft will provide you with a reasonable period of time in which to comply with any such changes.

3. Authorization and Restrictions

(a) Authorization.

(i) Grant. Upon your satisfaction of the initial Program accreditation requirements, and provided you comply with this Agreement and all continuing accreditation requirements, Microsoft hereby authorizes you to use the Logo according to the Program Logo Guidelines currently located at http://advertise.bingads.microsoft.com/en-us/my-dashboard/logo-terms-conditions

(ii) Ownership. All rights not expressly granted herein are reserved by Microsoft. You acknowledge and agree that Microsoft owns the Logo, and that nothing in this Agreement, or that might otherwise be implied by law, shall operate to give you any right, title or interest in the Logo, other than the authorization specifically granted herein.

(iii) Restrictions. You may not use or reproduce the Logo in any manner other than as described in the Program Logo Usage Guidelines and/or in any applicable artwork provided by Microsoft. You shall employ best efforts to use the Logo in a manner that does not derogate from Microsoft’s rights in the Logo, and shall take no action that may interfere with or diminish Microsoft’s rights in the Logo, either during the term of this Agreement or afterwards. You agree to immediately cease all use of the Logo upon the expiration or other termination of this Agreement.

(b) Non-disclosure Agreement. You expressly undertake to retain in confidence all information and know-how transmitted to you by Microsoft that Microsoft has identified as being proprietary and/or confidential or that, by the nature of the circumstances surrounding its disclosure, ought in good faith to be treated as proprietary and/or confidential, and you will make no use of such information and know-how except under the terms and during the existence of this Agreement. Notwithstanding the foregoing, you shall have no obligation to maintain the confidentiality of information that: (i) you received rightfully from another party prior to its receipt from Microsoft; (ii) Microsoft has disclosed to an unaffiliated third party without any obligation to maintain such information in confidence; or (iii) you independently develop without reference to any confidential information. Further, you may disclose confidential information as required by governmental or judicial order, provided you give Microsoft prompt written notice prior to such disclosure and comply with any protective order (or equivalent) imposed on such disclosure. Your obligations under this Section shall survive the expiration or other termination of this Agreement and continue until the earlier of (x) such time as the information protected hereby is in the public domain through no fault of yours; or (y) one (1) year from the date of disclosure; or (z) three (3) years from the expiration or termination of this Agreement for all other confidential information.

4. No Further Conveyances
You may not assign, sublicense, or transfer this Agreement (or any right granted herein) in any manner, whether by merger, operation of law or otherwise. Any attempted assignment, sublicense or transfer shall be null and void.

5. Disclaimer; Limitation of Liability
TO THE EXTENT PERMITTED BY APPLICABLE LAW, MICROSOFT PROVIDES THE PROGRAM AND ALL RELATED MATERIALS IN CONNECTION WITH THIS AGREEMENT (COLLECTIVELY, THE “MATERIALS”) “AS IS”, “AS AVAILABLE”, “WITH ALL FAULTS’ AND WITHOUT WARRANTY OF ANY KIND. MICROSOFT HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE MATERIALS, INCLUDING ANY IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, RELIABILITY OR AVAILABILITY, ACCURACY OR COMPLETENESS OF RESPONSES, TITLE, NON-INFRINGEMENT, RESULTS, WORKMANLIKE EFFORT, AND LACK OF NEGLIGENCE. IN NO EVENT WILL MICROSOFT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS OR DATA, FOR BUSINESS INTERRUPTION, OR FOR DAMAGE TO PROPERTY, INCLUDING YOUR COMPUTER OR OTHER DEVICE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES ARISING FROM OR RELATED TO YOUR ACCREDITED PROFESSIONAL ACCREDITATION, YOUR FAILURE TO ACHIEVE PROGRAM ACCREDITATION, OR THE EXPIRATION OR TERMINATION OF YOUR ACCREDITATION PURSUANT TO THIS AGREEMENT, EVEN IF MICROSOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

6. No Representations; Indemnification

(a) No Partnership, Joint Venture, Agency, Or Franchise. Neither this Agreement, nor any terms or conditions contained herein, shall be construed as creating a partnership, joint venture, employee-employer, or agency relationship between you and Microsoft or as granting a franchise. You may not advertise, promote or suggest in any manner that you are employed by, affiliated with, or sponsored by Microsoft except to state, if true and consistent with the terms of this Agreement, that you are a Program member. You will not make any representations, warranties or promises on behalf of Microsoft.

(b) Indemnification. You agree that Microsoft will have no liability to you or to any of your customers, and that you will defend, indemnify and hold harmless Microsoft, its successors and affiliate and subsidiary corporations and their respective officers, directors and employees from, any and all demands, claims and/or liabilities (including, but not limited to, personal injury or product liability claims) (“Claims”) arising out of or in any manner connected with: (i) your performance or failure to perform under this Agreement; (ii) the promotion, sale, performance or distribution of your services; (iii) your use of the Logo in a manner which is in any way inconsistent with the terms of this Agreement; and/or (iv) Microsoft’s suspension or termination of your accreditation and/or of this Agreement pursuant to the terms and conditions hereof. In the event Microsoft seeks indemnification from you under this provision, Microsoft will promptly notify you in writing of the Claim(s) brought against Microsoft for which it seeks indemnification. Microsoft reserves the right, at its option, to assume full control of the defense of any such Claim with legal counsel of its choice or to tender the defense to you and have legal counsel of its choice monitor the defense. If Microsoft assumes full control of the defense of any such claim, any settlement of that Claim requiring payment from you shall be subject to your prior written approval, which approval shall not be unreasonably withheld. You shall reimburse Microsoft promptly upon demand for any expenses reasonably incurred by Microsoft in defending any such Claim, including, without limitation, its attorneys’ fees and costs, as well as any judgment on or settlement of the Claim.

7. Term and Termination
(a) Term. This Agreement shall become effective on the date you enroll to be accredited in the Program (“Effective Date”), either electronically or in writing, and shall be in effect for one year unless terminated earlier as provided below. However, this Agreement shall only be valid if no changes are made to this Agreement as written by Microsoft.

(b) Termination of Accreditation. If you fail to comply with any continuing accreditation requirements within the required applicable time frame, your accreditation shall automatically be suspended once such time frame has lapsed. Upon suspension of your accreditation, you must stop representing yourself as an accredited Program member. In the event your accreditation is suspended pursuant to this Section, and the circumstances of such suspension are known to Microsoft, Microsoft will use reasonable efforts to provide you with written notice of such suspension.

(c) Termination by Either Party. Either party may terminate this Agreement at any time, with or without cause, by sending written notice to the other party.

(d) Obligations upon Termination. Beginning on the date of and following termination of this Agreement, you shall cease and desist using the Logo and representing yourself as Program accredited.

8. Conduct of Business

(a) Business Practices. You agree that you will conduct all business while accredited by the Program in a manner that: (i) does not in any way adversely impact Microsoft’s reputation; (ii) avoids deceptive, misleading or unethical practices; (iii) avoids making any rep¬resentations, warranties or guarantees to customers on behalf of Microsoft; (iv) complies with all applicable U.S. export regulations and other applicable governmental laws and regulations; and (v) complies with copyright and other intellectual property and proprietary rights protections for Microsoft software, development tools and other products, including the restrictions in this Agreement.

(b) Trademark Restrictions. Nothing in this Agreement authorizes you to use any Microsoft trademarks, service marks or logos except as expressly referenced in this Agreement.

(c) Participation in Online Newsgroups. You agree that your participation in any Program communication activities such as newsgroups, bulletin boards and online chats that Microsoft may provide will be done in accordance with any code of conduct accessible on such communication site. If you do not comply with such code of conduct, Microsoft may terminate your participation in the Program.

9. General

(a) Governing Law; Jurisdiction; Attorneys’ Fees. This Agreement will be construed and controlled by the laws of, and any disputes regarding this Agreement will be subject to jurisdiction and venue in, the country identified in the Governing Law and Venue Annex attached to this Agreement attached to this Agreement. In any action to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, costs and other expenses.

(b) Modification/Prior Agreements. This Agreement may not be modified except in a writing signed by authorized representatives of both parties. This Agreement supersedes any prior written or oral agreements between the parties with regard to the subject matter herein.

(c) Non-Waiver. No waiver of any breach of any provision of this Agreement by either party on one occasion shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

(d) Survival. This Section and any Sections that by their nature should survive expiration or termination of this Agreement will survive expiration or termination of this Agreement.

(e) Notices. All notices required by this Agreement shall be sent to Microsoft and addressed to Bing Ads Accredited Professional Program, Microsoft Corporation, One Microsoft Way, Redmond, WA 98052-6399. All notices required by this Agreement shall be sent to you via the email address you provided when you registered for the Program accreditation. General Program updates and information may be sent to you via such email address. It is your responsibility to keep your contact address (email and shipping) information current at all times.

(f) Export Restrictions. You acknowledge that the materials you may obtain under this Agreement and as your participation in the Program are of U.S. origin. You agree to comply with all applicable international and national laws that apply to these materials, including the U.S. Export Administration Regulations, as well as end-user, end-use and country destination restrictions issued by U.S. and other governments. For additional information on exporting Microsoft products, see http://www.microsoft.com/exporting/.

(g) Construction. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.

(h) Entire Agreement; English-Language Agreement Controls. This Agreement shall constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications including all prior and current agreements. Except as otherwise provided herein, this Agreement shall only be amended in writing or in a record that is signed electronically or otherwise. In the event of any inconsistency between this Agreement in English language and any translation of it into another language, the English-language version of this Agreement shall control.


 

Contracting Party Annex
to the
Bing Ads Accredited Professional Program Agreement

 


The Microsoft contracting entity for this Agreement is determined by the country/region you are located in and as outlined below:

The Microsoft entity for the following countries/regions is indicated below: Australia and its external territories, Cook Islands, Fiji, French Polynesia, French Southern Territories, Kiribati, Marshall Islands, Mayotte, Micronesia, Nauru, Niue, Northern Mariana Islands, Palau, Papua New Guinea, Pitcairn, Solomon Islands, Tokelau, Tonga, Tuvalu, and Wallis and Futuna Islands

Microsoft Pty Ltd.
1 Epping Road, North Ryde
NSW 2113, Australia

The Microsoft entity for Japan is:

Microsoft Co., Ltd.
Odakyu Southern Tower
2-1, Yoyogi 2-chome, Shibuya-ku, Tokyo
151-8583 Japan

The Microsoft entity for the People’s Republic of China is:

Microsoft (China) Company, Limited
6F Sigma Center
No. 49 Zhichun Road Haidian District
Beijing 100080, P.R.C.

The Microsoft entity for the following countries/regions is indicated below: Anguilla, Antigua and Barbuda, Argentina, Aruba, Bahamas, Barbados, Belize, Bermuda, Bolivia, Brazil, Canada, Cayman Islands, Chile, Colombia, Costa Rica, Curacao, Dominica, Dominican Republic, Ecuador, El Salvador, French Guiana, Grenada, Guam, Guatemala, Guyana, Haiti, Honduras, Jamaica, Martinique, Mexico, Montserrat, Netherlands Antilles, Nicaragua, Panama, Paraguay, Peru, Puerto Rico, Saint Kitts and Nevis, Saint Lucia, Saint Pierre and Miquelon, Saint Vincent and The Grenadines, Suriname, Trinidad and Tobago, Turks and Caicos Islands, United States, Uruguay, Venezuela, Virgin Islands (British) and Virgin Islands (U.S.)

Microsoft Corporation
One Microsoft Way
Redmond, WA 98052
USA

The Microsoft entity for the following countries/regions is indicated below: Afghanistan, Albania, Algeria, Andorra, Angola, Armenia, Austria, Azerbaijan, Bahrain, Belarus, Belgium, Benin, Bosnia and Herzegovina, Botswana, Bouvet Island, Bulgaria, Burkina Faso, Burundi, Cameroon, Central African Republic, Chad, Comoros, Congo, Cote d’Ivoire, Croatia, Cyprus, Czech Republic, Democratic Republic of Sao Tome and Principe, Denmark, Djibouti, Egypt, Estonia, Ethiopia, Faeroe Islands, Finland, France, Gabon, Gambia, Georgia, Germany, Ghana, Gibraltar, Greece, Greenland, Guadeloupe, Guinea-Bissau, Hungary, Iceland, Ireland, Israel, Italy, Jordan, Kazakhstan, Kenya, Kosovo, Kuwait, Kyrgyzstan, Latvia, Lebanon, Lesotho, Liberia, Liechtenstein, Lithuania, Luxembourg, Macedonia, Madagascar, Malawi, Mali, Malta, Mauritania, Mauritius, Moldova, Monaco, Mongolia, Morocco, Mozambique, Namibia, Netherlands, New Caledonia, Niger, Nigeria, Norway, Oman, Pakistan, Poland, Portugal, Qatar, Republic of Cape Verde, Republic of Equatorial Guinea, Republic of Guinea, Republic of Senegal, Reunion, Romania, Russian Federation, Rwandese Republic, Saint Helena, San Marino, Saudi Arabia, Seychelles, Sierra Leone, Slovakia, Slovenia, Somalia, South Africa, Spain, Svalbard and Jan Mayen, Swaziland, Sweden, Switzerland, Tajikistan, Tanzania, Togo, Tunisia, Turkey, Turkmenistan, Uganda, Ukraine, United Arab Emirates, United Kingdom, Uzbekistan, Vatican City State, Yemen, Zaire, Zambia and Zimbabwe

Microsoft Ireland Operations Limited
The Atrium
Block B
Carmenhall Road
Sandyford Industrial Estate
Dublin 18
IRELAND

The Microsoft entity for the following countries/regions is indicated below: American Samoa, Bangladesh, Bhutan, Brunei Darussalam, Cambodia, East Timor, Hong Kong, India, Indonesia, Lao Peoples Democratic Republic, Macao, Malaysia, Maldives, Nepal, New Zealand, Philippines, Republic of Korea, Samoa, Singapore, Sri Lanka, Thailand, Vanuatu and Vietnam

Microsoft Regional Sales Corporation
A corporation organized under the laws of the State of Nevada, USA with a branch in Singapore, having its principal place of business at:
438B Alexandra Road, #04-09/12, Block B, Alexandra Technopark
Singapore, 119968

The Microsoft entity for Taiwan is:

Microsoft Taiwan Corporation
8F, No 7, Sungren Rd.
Shinyi Chiu, Taipei
Taiwan 110

 

Governing Law and Venue Annex
to the
Bing Ads Accredited Professional Program Agreement

 

1. Applicable Law; Attorney’s Fees. Applicable law, jurisdiction and venue for this Agreement are identified at below. This choice of jurisdiction and venue does not prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement of recognition of any award or order in any appropriate jurisdiction. If either party commences litigation in connection with this Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees, costs and other expenses.

2. Generally. Except as provided in Section 3 below, this Agreement is governed by the laws of the State of Washington. The parties consent to exclusive jurisdiction and venue in the courts sitting in King County, Washington. You waive all defenses of lack of personal jurisdiction and forum non conveniens.

3. Other Terms. If your principal place of business is in one of the countries or regions listed below, or if you are a government entity, the corresponding provision applies, which supersedes Section 2 to the extent that it is inconsistent:

a. If your principal place of business is in Australia or its external territories, India, Indonesia, Malaysia, New Zealand, Philippines, Singapore, Thailand or Vietnam, the following applies:
This Agreement is construed and controlled by the laws of Singapore.

b. If your principal place of business is in Australia or its external territories, Malaysia, New Zealand or Singapore, you consent to the non-exclusive jurisdiction of the Singapore courts.
If your principal place of business is in India, Indonesia, Philippines, Thailand or Vietnam, any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, must be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC”), which rules are deemed to be incorporated by reference into this section. The Tribunal shall consist of one arbitrator to be appointed by the Chairman of SIAC. The language of the arbitration shall be English. The decision of the arbitrator shall be final, binding and incontestable and may be used as a basis for judgment thereon in India, Indonesia, Philippines, Thailand or Vietnam (as appropriate), or elsewhere.

c. If your principal place of business is in Japan, the following applies:
Our Agreement shall be construed and controlled by the laws of Japan, and you consent to exclusive original jurisdiction and venue in the Tokyo District Court. In any action to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs and other expenses.

d. If your principal place of business is in Afghanistan, Albania, Algeria, Andorra, Angola, Armenia, Austria, Azerbaijan, Bahrain, Belarus, Belgium, Benin, Bosnia and Herzegovina, Botswana, Bouvet Island, Bulgaria, Burkina Faso, Burundi, Cameroon, Central African Republic, Chad, Comoros, Congo, Cote d’Ivoire, Croatia, Cyprus, Czech Republic, Democratic Republic of Sao Tome and Principe, Denmark, Djibouti, Egypt, Estonia, Ethiopia, Faeroe Islands, Finland, France, Gabon, Gambia, Georgia, Germany, Ghana, Gibraltar, Greece, Greenland, Guadeloupe, Guinea-Bissau, Hungary, Iceland, Ireland, Israel, Italy, Jordan, Kazakhstan, Kenya, Kosovo, Kuwait, Kyrgyzstan, Latvia, Lebanon, Lesotho, Liberia, Liechtenstein, Lithuania, Luxembourg, Macedonia, Madagascar, Malawi, Mali, Malta, Mauritania, Mauritius, Moldova, Monaco, Mongolia, Morocco, Mozambique, Namibia, Netherlands, New Caledonia, Niger, Nigeria, Norway, Oman, Pakistan, Poland, Portugal, Qatar, Republic of Cape Verde, Republic of Equatorial Guinea, Republic of Guinea, Republic of Senegal, Reunion, Romania, Russian Federation, Rwandese Republic, Saint Helena, San Marino, Saudi Arabia, Seychelles, Sierra Leone, Slovakia, Slovenia, Somalia, South Africa, Spain, Svalbard and Jan Mayen, Swaziland, Sweden, Switzerland, Tajikistan, Tanzania, Togo, Tunisia, Turkey, Turkmenistan, Uganda, Ukraine, United Arab Emirates, United Kingdom, Uzbekistan, Vatican City State, Yemen, Zaire, Zambia, Zimbabwe, the following applies:

Our Agreement is governed by and construed in accordance with the laws of Ireland and you consent to the jurisdiction of and venue in the Irish courts in all disputes arising out of or relating to this Agreement.

e. If your principal place of business is in the People’s Republic of China (for the purpose of this Agreement, the People’s Republic of China does not include Hong Kong S.A.R. or Taiwan), the following applies:

Our Agreement shall be construed and controlled by the laws of the People’s Republic of China, and the you consent to submit any dispute arising out of or in relation to the Agreement to the binding arbitration at the China International Economic and Trade Arbitration Commission in Beijing (CIETAC) in accordance with its rules in effect from time to time.

f. If your principal place of business is in Colombia or Uruguay, the following applies:

All disputes, claims or proceedings between the parties relating to the validity, construction or performance of this Agreement shall be settled by arbitration in accordance with UNCITRAL Arbitration Rules as at present in force. The appointing authority shall be the International Chamber of Commerce (“ICC”) acting in accordance with the rules adopted by the ICC for this purpose and the place of arbitration will be Seattle, Washington, U.S.A. There shall only be one arbitrator. The award shall be in law and not in equity and shall be final and binding on the parties. The parties hereto irrevocably agree to submit all matters and disputes arising in connection with this Agreement to arbitration in Seattle, Washington, U.S.A.

g. If your principal place of business is in Republic of Korea, the following applies:

Our Agreement shall be construed and controlled by the laws of Republic of Korea, and you consent to exclusive original jurisdiction and venue in the Seoul District Court. In any action to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs and other expenses.

h. If your principal place of business is in Taiwan, the following applies:

The terms of this Agreement shall be governed by and construed in accordance with the laws of Taiwan. The parties hereby designate the Taipei District Court as the court of first instance having jurisdiction over any disputes arising out of or in connection with this Agreement.