This Microsoft Bing Ads Agreement (“Agreement“) is between you as the individual or entity named in your Bing Ads account (“you” or “your”) and the Microsoft entity identified in Section 11 (“Microsoft”, “we”, “us”, or “our”) regarding Bing Ads (“Bing Ads”) (see http://advertise.bingads.microsoft.com/ (“Bing Ads Site”)). You accept this Agreement by signing up for or placing an order for Bing Ads, or continuing to use Bing Ads after being notified of a change to this Agreement. In addition to these terms, this Agreement consists of any “Insertion Orders” (an order you place with us for advertising), our then-current rules and requirements for Bing Ads on the Bing Ads Site, our Bing Ads Policies (see http://advertise.bingads.microsoft.com/en-us/bing-ads-policies), and, if your principal place of business is in the United States, the Arbitration Agreement and Class Action Waiver. You warrant that you are authorized to accept this Agreement and act on behalf of any entity or third party for which you take action, or you permit to take action, under this Agreement.
Section 1. Bing Ads. You may access and use Bing Ads solely for commercial purposes. You own your Content and provide it to us on a non-exclusive basis. You are fully liable for ad campaigns that run under your login criteria, and all Content in them, even if we’ve helped you with them. We may change Bing Ads at any time to add, remove, or modify features or the network of participating websites and other distribution outlets. Some of these changes may be mandatory, some may allow you to opt in or opt out, and some may affect what you owe Microsoft (e.g., a given change could make clicking an ad more likely). “Content” is information you may provide us to advertise through Bing Ads, including your advertisements, keyword selections, and budget.
Section 2. Prohibitions. You agree not to (directly or indirectly) access or use Bing Ads, or provide Content to us for Bing Ads, that in any way violates applicable law or this Agreement.
Section 3. Payments. We will charge you, and you will pay, based on the standard billing terms you select and our calculation of the amounts due. Amounts due are exclusive of taxes. Neither of us are liable for any taxes the other is obligated to pay. You will pay any sales, value added, stamp or similar taxes that are permitted to be collected under applicable law. Microsoft will not collect any taxes covered by a valid exemption certificate that you provide to us. If any taxes are required to be withheld on payments made by you to us, you may deduct and pay them to the taxing authority. You will deliver to us an official receipt for those withholdings and other documents reasonably requested in order to claim a foreign tax credit or refund and will use reasonable efforts to ensure that any taxes are minimized to the extent possible under applicable law. Prepayments. Any prepayment shall be treated as VAT inclusive, as applicable.
Section 4. No Warranties; Limitation of Liability. You access and use Bing Ads entirely at your own risk. All aspects of our performance and services are “as is,” “with all faults,” and “as available.” We make no representations about the quality or availability of Bing Ads or anything else and exclude all warranties and guarantees (express, implied, statutory, or otherwise, including those of merchantability, fitness for a particular purpose, non-infringement, and workmanlike effort). Neither party is liable for any special, incidental, consequential, exemplary, punitive, or other indirect damages related to this Agreement (including for loss of data or profits), foreseeable or not, regardless of the theory of liability. The maximum, aggregate liability of either party to the other, and all third parties: (a) for all claims related to this Agreement is limited to $5,000; and (b) subject to the foregoing clause, for any given claim is the amount paid by you to us under this Agreement for the ad campaign from which that claim arose. Nothing in this Section 4 applies to your payment obligations or Section 5.
Section 5. Indemnity. You will defend and indemnify us (and our directors, officers, employees, affiliates, and agents) from and against all claims, demands, suits, or other assertions of rights by any third party, and all resulting judgments, settlements, and expenses (including attorneys’ fees and costs), that arise out of or relate to the Content or your use of Bing Ads.
Section 6. Term and Limitation of Remedies. This Agreement begins when you accept it and continues until terminated. Either party may terminate this Agreement, and your participation in Bing Ads, at any time, for any or no reason, immediately on written notice. Sections 3 through 11, as well as your warranty in the preamble, survive termination.
Section 7. Notices and Changes. We may send you notices about Bing Ads, this Agreement, or information the law requires us to provide via the email address you gave us. Notices emailed to you are deemed given and received when sent. We may notify you of policy and operational changes by posting notice on the Bing Ads Site instead. We may change Bing Ads or the Bing Ads Policies at any time, without notice and with prospective effect. We may change this Agreement upon thirty days’ notice. Using Bing Ads after the changes become effective means you accept the changes; if you don’t accept, you must stop using Bing Ads. If you want to notify us, you must send first class mail to Microsoft Attn: Bing Ads LCA at the address in Section 11.
Section 8. Binding Arbitration and Class Action Waiver if Your Principal Place of Business is in the United States. We hope we never have a dispute, but if we do, you and we agree to try for 60 days to work it out informally. If we can’t and your principal place of business is in the United States, you and we agree to binding individual arbitration before the American Arbitration Association (“AAA”) under the Federal Arbitration Act, and not to sue in court in front of a judge or jury. Instead, a neutral arbitrator will decide. Class action lawsuits, class-wide arbitrations, private attorney-general actions, and any other proceeding where someone acts in a representative capacity aren’t allowed. Nor is combining individual proceedings without the consent of all parties.
The complete Arbitration Agreement and Class Action Waiver contains more terms and is at http://advertise.bingads.microsoft.com/en-us/class-action-waiver. You and we agree to it. Please read it.
Section 9. Governing Law and Place to Resolve Disputes. If your principal place of business is in the United States or Canada, the laws of the State or Province of your principal place of business govern this Agreement, claims for its breach, and your use of Bing Ads, regardless of conflict of laws principles, except that the Federal Arbitration Act governs everything relating to arbitration. If your principal place of business is in Europe, the Middle East, or Africa (“EMEA”), the laws of England and Wales govern this Agreement and any non-contractual obligations arising out of it, claims for its breach, and your use of Bing Ads, regardless of conflict of laws principles. If your principal place of business is outside the United States, Canada, and EMEA, Nevada State, USA law governs, regardless of conflict of laws principles. If we ever have a dispute that becomes a court case, related to this Agreement, or its enforceability (including non-contractual disputes or claims) or your use of Bing Ads, the exclusive forum will be in the courts of (a) England and Wales, if your principal place of business is in EMEA; or (b) Ontario, Canada, if your principal place of business is in Canada; (c) otherwise, the exclusive forum for any such dispute will be a state or federal court in King County, Washington, USA. You waive any objection to proceedings in such courts on the grounds of venue or on the grounds that proceedings have been brought in an inconvenient forum.
Section 11. Microsoft Entity. “Microsoft” means Microsoft Online, Inc. (6100 Neil Road, Reno, NV 89511 USA) unless your principal place of business is in (a) India in which case “Microsoft” means Microsoft Corporation (India) Private Limited (Level 10, Tower C, Epitome, Building No. 5, DLF Cyber City, Phase 3, Gurugram 122002 - Haryana), (b) Taiwan in which case “Microsoft” means Microsoft Taiwan Corporation (8F, #7 Sungren Rd, Shinyi Chiu, Taipei, Taiwan), (c) Brazil in which case “Microsoft” means Microsoft do Brasil Importação e Comércio de Software e Video Games Ltda., enrolled with the CNPJ under No. 04.712.500/0001-07 (Av. Bernardino de Campos, 98, Mezanino Sala 08. CEP: 04004-040 São Paulo/SP Brasil), or (d) Europe, the Middle East, or Africa (“EMEA”) in which case “Microsoft” means Microsoft Ireland Operations Limited (The Atrium Building, Block B, Carmanhall Road, Sandyford Industrial Estate, Dublin 18, Ireland).
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