Thank you for your interest in permitting one of our network measurement softwares ("Library") to be placed inside your Application. Associate warrants they have full legal authority to include and distribute the Library within the Application. In exchange for Compensation, Associate will use its best efforts to include and execute the most recent version of the Library made available to Associate by MS inside the Application with sufficient Permissions in a new release of the Application and in future releases of the Application during the Timeframe ("Placement"). Associate grants to MS a world-wide, perpetual and non-cancelable license to use any information collected by MS using the Placement (the "Data"). MS reserves the right to terminate this Agreement and demand removal and destruction of the Library by Associate for any reason at any time. Associate agrees to remove and delete the Library in a reasonable time upon request or expiration of the Timeframe. Associate agrees to treat the Library, the Placement and related MS software, documentation and communications marked "MS confidential" in substantively the same way Associate treats its own confidential information, including preventing its disclosure to third parties and using commercially reasonable efforts to protect the Library and Data from inspection and reverse engineering during the Timeframe and for two (2) additional years following. Associate agrees to use the Library in accordance with all pertinent laws and regulations and to indemnify and hold MS harmless for any legal action resulting from Placement. Associate agrees to provide an opt-out mechanism to allow end-users to prevent storage and processing of data specific to the end-user and to provide MS timely notification utilizing one of MS's automated opt-out methods described in MS's web site. Associate agrees to provide a mechanism to inform the end-user of any data breach incurred by either party. The maximum liability of either Party to the other under this Agreement will be the total value of Compensation during the Timeframe defined herein. Confidentiality obligations and MS's License to use the Data collected will survive the termination of this Agreement for any reason. Any dispute arising from this Agreement will be settled according to the laws of the República de Panamá in Panamá City, Panamá.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives whose agreement is secured on the date above written.
