+ Title: "Support Assist Private Preview Agreement"

+f1.keywords: NOCSH

+audience: Admin

+ms.localizationpriority: medium

+- Tier3

+- Adm_O365

+- scotvorg

+- must-keep

+- asset-status-exempt-cela

+feedback_system: None

+hideEdit: true

+description: "Support Assist Private Preview Agreement"

+# Support Assist Private Preview Agreement

+Effective Date: October 31st, 2024

+The following Preview Agreement ("Agreement") is an agreement between you ("**Participant**") and Microsoft Corporation (or based on where Participant is located one of its affiliates) ("**Microsoft**"), each of which has authorized a signatory to participate in this Agreement on its behalf. IF YOU COMPLY WITH THESE TERMS, YOU HAVE THE RIGHTS BELOW. BY PARTICIPATING IN THE PREVIEW, YOU ACCEPT THESE TERMS.

+This Agreement represents Microsoft's standard terms and conditions for use of its Pre-Release Technologies and is not subject to negotiation. By accepting this Agreement, Participant represents that it is acting as an agent of an organization with which they are affiliated and has the authority to bind that entity and to participate in the Preview on behalf of such entity.

+## 1. Definitions

+a. "Affiliate" means any legal entity that owns, is owned by, or is commonly owned with a party, where "own" means having more than 50% ownership or the right to direct the management of the entity.

+b. "Confidential Information" means non-public information, know-how, or trade secrets in any form that are designated as being confidential or that a reasonable person knows or reasonably should understand to be confidential. Confidential Information does not include any information, however designated, that (i) is or becomes publicly available without a breach of this Agreement; (ii) was lawfully known to the receiver of the information without an obligation to keep it confidential; (iii) is received from another source who can disclose it lawfully and without an obligation to keep it confidential; (iv) is independently developed; or (v) is Feedback.

+c. "Participant Data" means all data and content, including without limitation all text, documents, photos, videos, emails, instant messages, sound, or image files, that Participant uploads to or that is processed using the Pre-Release Technologies.

+d. "Personal Data" means any information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person. "Feedback" means, collectively, suggestions, comments, feedback, ideas, or know-how, in any form, that Participant provides to Microsoft about Microsoft's business, products, or services.

+e. "Pre-Release Technologies" means the pre-release versions of Microsoft services or software, including any technology, information, documentation, materials, Internet-based services, supplements, or updates, that Microsoft is making available to Participant through its participation in the Preview duly detailed in Exhibit 1.

+f. "Preview" means the invitation-only Microsoft program through which Microsoft makes the Pre-Release Technologies available to Participant duly detailed in Exhibit 1.

+g. "Preview Materials" means, collectively, all materials that describe the Preview and that Microsoft makes available to Participant, including any invitations, materials specifying requirements or eligibility criteria, Pre-Release Technologies documentation, and this Agreement.

+h. "Residuals" means information in intangible form retained in unaided memory by persons who have had access to Confidential Information.

+i. "Sub-processor" means other processors used by Microsoft to process Personal Data.

+j. "Term" means the term of this Agreement.

+## 2. Agreement Purpose

+The terms and conditions of this Agreement apply to Participant's access to and use of Pre-Release Technologies that Microsoft makes available to Participant as part of Participant's participation in the Preview as detailed in Exhibit 1. Unless otherwise expressly noted, the following terms apply to all Pre-Release Technologies provided to Participant under this Agreement.

+## 3. Participant Data

+The Pre-Release Technologies may allow Participant to store, process, access, and query Participant Data from Participant's devices without having to replicate or move Participant Data. Participant is solely responsible for Participant Data and information used to develop, operate, or maintain any software programs or services it uses to access or use the Pre-Release Technologies. Microsoft has no obligation to hold, export, or return any Participant Data. Microsoft has no liability for the deletion of Participant Data.

+## 4. Feedback

+Providing Feedback is voluntary. Microsoft is under no obligation to post or use any Feedback. By providing Feedback to Microsoft, Participant (and anyone providing Feedback through Participant) irrevocably and perpetually grant to Microsoft and its Affiliates, under all of its (and their) owned or controlled intellectual property rights, a worldwide, non-exclusive, fully paid-up, royalty-free, transferable, sub-licensable right and license to make, use, reproduce, prepare derivative works based upon, distribute, publicly perform, publicly display, transmit, and otherwise commercialize the Feedback (including by combining or interfacing products, services, or technologies that depend on or incorporate Feedback with other products, services, or technologies of Microsoft or others), without attribution in any way and for any purpose. Participant warrants that:

+a. it will not provide Feedback that is subject to a license requiring Microsoft to license anything to third parties because Microsoft exercises any of the above rights in Participant's Feedback; and

+b. it owns or otherwise controls all of the rights to such Feedback and that no such Feedback is subject to any third-party rights (including any personality or publicity rights).

+## 5. Pre-Release Technologies

+### 5.1 Pre-Release Technologies and Updates

+The Pre-Release Technologies may not work correctly or in the manner that a commercial version of the Technologies may function. We may change it for the final, commercial version or we may not release a commercial version. Certain features may be missing or disabled. Microsoft may update the Pre-Release Technologies at any time and for any reason, which may result in the deletion of Participant Data. In the event that Microsoft provides bug fixes or updates to the Pre-Release Technologies or provides an updated version of the Pre-Release Technologies to Participant, Participant agrees to install the update or the updated version as directed by Microsoft. The Pre-Release Technologies may experience interruptions and extended downtime for reasons including maintenance, updates, power outages, and system failures. During such periods, Participant may be unable to access or use all or a portion of the Pre-Release Technologies, and some or all of Participant Data may be deleted. Microsoft may suspend the Pre-Release Technologies at any time and at Microsoft's sole discretion, and some or all of Participant Data could be deleted. If Microsoft makes a commercial version of the Pre-Release Technologies available, Participant must enter into a separate agreement if it wishes to access and use the commercial version.

+## 6. Permissible Use of the Pre-Release Technologies

+### 6.1 Microsoft Services

+Microsoft grants Participant a non-exclusive, nontransferable, limited right to access and use the Microsoft services in connection with Participant's participation in the Preview. All such use is subject to Participant's compliance with this Agreement, any policies and procedures governing the use of the Microsoft services, and any limits we may set on the number of users who may access or use the Microsoft services.

+### 6.2 Microsoft Software

+We grant you a non-exclusive, non-transferable, limited right to install and use one copy of the Microsoft Software included in the Pre-Release Technologies ("Microsoft Software") per device for use by only one person at a time in connection with Participants involvement in the Preview. All such use is subject to Participant's compliance with this Agreement and any policies, applicable license terms, and procedures governing the use of the Microsoft Software. Microsoft reserves all other rights to such software. If you are a person agreeing to this Agreement on behalf of an entity, your agreement to any additional software license terms that may accompany additional software will also constitute agreement to those additional terms on behalf of your entity, notwithstanding the fact that such additional software license terms may also be presented to each of Participant's end users during the course of installation and set-up.

+### 6.3 Representations and Warranties

+Participant represents and warrants that:

+a. it has and will maintain all necessary rights to its Participant Data and any other data, software programs, or services it uses in connection with the Pre-Release Technologies.

+b. its use of such data, software programs, or services does not infringe the intellectual property or other proprietary rights of any third party;

+c. it will not access or use the Pre-Release Technologies in a manner that violates the rights of any third party or purports to subject Microsoft to any other obligations;

+d. it will access and use the Pre-Release Technologies in a manner that complies with all laws and regulations;

+e. it will not work around or attempt to work around any technical limitations in the Pre-Release Technologies;

+f. it will not reverse engineer, decompile, or disassemble the Pre-Release Technologies, or use the Pre-Release Technologies for benchmarking, except and only to the extent that applicable law expressly permits, despite this limitation;

+g. it will not make copies of the Pre-Release Technologies other than as specified in this Agreement or allowed by applicable law, despite this limitation;

+h. it will not publish the Pre-Release Technologies for others to copy;

+i. it will not rent, lease, or lend the Pre-Release Technologies;

+j. it will not transfer the Pre-Release Technologies or this Agreement to any third party; and

+k. it will not use the Pre-Release Technologies for commercial software-hosting services.

+### 6.4 Production Use

+If you are notified by Microsoft in writing that you are permitted to use the Pre-Release Technologies in a production environment, the following provisions apply:

+a. Participant, at its sole discretion, may install and use the Pre-Release Technologies in a live production environment, solely for Participant's internal use and as part of Participant's participation in the Preview, provided that it agrees to cease such use immediately upon notice from Microsoft.

+b. Participant acknowledges that the Pre-Release Technologies may contain bugs or other errors that could cause the Pre-Release Technologies, any system they run on, and any applications running on them to malfunction or experience impaired performance. Participant agrees to take adequate precautionary measures to back-up and protect all data and otherwise prevent any harm greater than Participant is willing to bear resulting from any failure of the Pre-Release Technologies. Participant hereby acknowledges and agrees that to the greatest extent permitted by law Participant assumes the risk of and is fully responsible for any and all harm that may result from use of the Pre-Release Technologies in a live production environment.

+### 6.5 Use Restrictions

+Participant may not:

+a. Remove, modify, or tamper with any regulatory or legal notice or link that is incorporated into the Pre-Release Technologies.

+b. Falsify any protocol or email header information (e.g., "spoofing") within the Pre-Release Technologies; or

+c. Access or use the Pre-Release Technologies:

+ > i. within or to support Participant's live operating or commercial production environment except as set forth in this Agreement and unless otherwise notified by Microsoft in writing.

+ >

+ > ii. in any way prohibited by any law, regulation or governmental order or decree or that violates others' legal rights.

+ >

+ > iii. in any way that could harm the Pre-Release Technologies or impair anyone else's use of the Pre-Release Technologies (e.g., denial of service attacks, etc.).

+ >

+ > iv. to try to gain unauthorized access to any service, data, account, or network by any means.

+ >

+ > v. to send "spam" (i.e., unsolicited bulk or commercial messages) or otherwise make available any offering designed to violate these terms; or

+ >

+ > vi. access the Pre-Release Technologies through any other Pre-Release Technologies subscription without the express permission of the subscription holder.

+## 7. Confidentiality; Proprietary Rights

+### 7.1 Confidentiality

+a. The information shared under this Agreement (except Feedback) is Confidential Information subject to the NDA. If there is no NDA, or the NDA is terminated or otherwise ceases to be in effect, the following terms shall apply:

+ > i. Use of Confidential Information. Starting on the day of disclosure and continuing for five years, neither party will disclose the other's Confidential Information to third parties except as otherwise expressly provided in this Section 5.1(b). Each party will use such information only for purposes of the parties' business relationship under this Agreement. Each party will take reasonable steps to protect the other's Confidential Information. Each party may disclose the other's Confidential Information to Affiliates, employees, and contractors and will remain responsible for their unauthorized use or disclosure. These disclosures may be made only on a need-to-know basis, subject to the obligations of this Section 5.1(b).

+ >

+ > ii. Cooperation in the event of disclosure. Each party will immediately notify the other party upon discovery of any unauthorized use or disclosure of Confidential Information. Each party will help the other party regain possession of the Confidential Information and prevent further unauthorized use or disclosure.

+ >

+ > iii. Residuals. Each party receiving Residuals may freely use them without payment and need not limit personnel assignments based on access to Confidential Information. This section is not a copyright or patent license and does not modify duties to safeguard Confidential Information.

+### 7.2 Reservation of Rights; No Other License

+The Pre-Release Technologies are licensed, not sold, and Microsoft reserves all rights not expressly granted in this Agreement. No additional rights (including implied licenses, rights, or covenants) are granted by implication, estoppel, or otherwise. Except as expressly set forth herein, this Agreement does not provide Participant with any license or rights to use any data, software programs, or services, or to any related or enabling technologies that may be necessary to use such data, software programs, or services. Any license or other terms associated with any data, software programs, or services that access or use the Pre-Release Technologies do not apply to or bind Microsoft. Participant has no right of ownership or of control over the Pre-Release Technologies.

+### 7.3 License to Microsoft

+Participant licenses to Microsoft (and its Affiliates and necessary sublicensees), all intellectual property or other rights required to allow Microsoft to use or process Participant Data or other information through the Pre-Release Technologies. Microsoft may only use such rights, Participant Data, and information to provide, operate, and improve the Pre-Release Technologies or support services (if any). Other than as necessary to provide the Pre-Release Technologies, Microsoft has no right of ownership or control over Participant Data or other information provided by Participant in connection with the use of the Pre-Release Technologies. Participant is solely responsible for protecting rights it has, or may have, in its Participant Data or information.

+## 8. Your Account

+Any credentials, such as ID and password, or tokens that Microsoft may provide as part of the Preview, are confidential. Microsoft will not be liable for any loss resulting from an unauthorized person using the assigned credentials or tokens. Participant is solely responsible for all activity conducted using its credentials or tokens. All individuals using the Pre-Release Technologies through Participant's account must comply with this Agreement.

+## 9. Service Levels; Security

+### 9.1 Service Levels

+Microsoft has no obligation to provide any support services for the Pre-Release Technologies.

+### 9.2 Security

+Microsoft may apply security technologies and procedures to help protect against unauthorized access to or use of the Pre-Release Technologies. Microsoft does not guarantee the success of such technologies and procedures. Participant is solely responsible for the security, protection, and backup of its Participant Data, and any other data, software, or services it uses in connection with the Pre-Release Technologies.

+## 10. Privacy; Consent to Use of Data

+Your privacy is important to us. Some features of the Pre-Release Technologies send, receive, or otherwise process Participant Data or information when you use those features. Some of these features can be switched off in the user interface, or you can choose not to use them. We describe how we use and protect Participant Data and any information we collect from you in the Microsoft Privacy Statement available at [https://privacy.microsoft.com/privacystatement](https://privacy.microsoft.com/privacystatement) or a successor location. Please read the Microsoft Privacy Statement carefully. This Agreement incorporates the Microsoft Privacy Statement by reference. By using the Pre-Release Technologies or agreeing to these terms, you consent to Microsoft's collection, use, and disclosure of Participant Data and information as described in the Microsoft Privacy Statement.

+## 11. Data Processing

+### 11.1 Data Processing and Transfers

+To the extent Microsoft is a processor of Personal Data subject to the European Union's General Data Protection Regulation ("GDPR"), the GDPR Terms set forth in Exhibit 2 govern that processing and the parties also agree to the following terms:

+a. Processing Details. The parties acknowledge and agree that:

+ > i. The subject-matter of the processing is limited to Personal Data within the scope of GDPR;

+ >

+ > ii. The duration of the processing shall be for the duration of the Participant's right to participate in the Preview and until all Personal Data is deleted or returned in accordance with Participant instructions or this Agreement;

+ >

+ > iii. The nature and purpose of the processing shall be to provide the Pre-Release Technologies pursuant to the Agreement;

+ >

+ > iv. The types of Personal Data processed by the Pre-Release Technologies include those expressly identified in Article 4 of the GDPR to the extent included by Participant in Data; and

+ >

+ > vi. The categories of data subjects are Participant's representatives and end users, such as employees, contractors, collaborators, and customers.

+b. Data Transfers.

+ > i. Data and Personal Data that Microsoft processes on Participant's behalf may be transferred to, and stored and processed in, the United States or any other country in which Microsoft or its Sub-processors operate. Participant appoints Microsoft to perform any such transfer of Participant Data and Personal Data to any such country and to store and process Data and Personal Data to provide the Pre-Release Technologies.

+ >

+ > ii. Microsoft will abide by the requirements of European Economic Area and Swiss data protection law regarding the collection, use, transfer, retention and other processing of Personal Data from the European Economic Area and Switzerland. All transfers of Personal Data to a third country or an international organization will be subject to appropriate safeguards as described in Article 46 of the GDPR and such transfers and safeguards will be documented according to Article 30(2) of the GDPR.

+ >

+ > iii. In addition, Microsoft is certified to meet the EU-U.S. and Swiss-U.S. Privacy Shield Frameworks and the commitments they entail. Microsoft agrees to notify Participant in the event that it determines that it can no longer meet its obligation to provide the same level of protection as is required by the Privacy Shield principles.

+### 11.2 Acknowledgments and Consent by Participant

+If Participant collects, stores, or processes Personal Data when using these Pre-Release Technologies, Participant agrees to comply with all privacy and data protection laws, taking into account the nature of the information to be processed, as well as the features and limitations of the Pre-Release Technologies as described in this Agreement or as otherwise provided to Participant.

+### 11.3 Pre-Release Service Features and Privacy Choice

+Participant affirms that it has obtained or will obtain any required consents from data subjects who may participate in Participant's use of the Pre-Release Technologies. Participant must not allow Personal Data to be collected through use of the Pre-Release Technologies in jurisdictions or industries where the Pre-Release Technologies attributes described herein would make such use contrary to applicable law. Some Pre-Release Technologies attributes may result in users on Participant's account being able to view Personal Data of other users in Participant's account without notice, permission, logging, or reporting. These include, but are not limited to: (a) social collaboration features, such as social tagging or activity feeds that share Personal Data, or (b) customer experience improvement analytics data being collected by and sent from users' web browsers or the Pre-Release Technologies. Some privacy-enhancing features present in Microsoft's commercial versions of Online Services are automatically disabled for the Pre-Release Technologies, including, but not limited to: (x) logging of administrative access to Personal Data, such as entry by Participant's administrators into user's Exchange mailboxes; NS (y) limitations on transfer of Personal Data across international borders. The Pre-Release Technologies may employ lesser or different security measures than those present in Microsoft's existing commercial versions of Microsoft software or Online Services or expected to be present in future commercial versions of the software and Online Services. Without limiting the foregoing, security disclosures or independent security certifications applicable to existing commercial versions of the software and Online Services do not apply to the Pre-Release Technologies.

+### 11.4 Updates

+The Pre-Release Technologies may periodically check for software updates and download and install them for you. You may obtain updates only from Microsoft or authorized sources, and by accepting this Agreement, you agree to receive these types of automatic updates without any additional notice. You may stop receiving updates on your device by turning off Internet access. If and when you reconnect to the Internet, the Pre-Release Technologies will resume checking for and installing updates.

+## 12. Indemnification

+You will defend us and our Affiliates against any claims made by an unaffiliated third party:

+a. that any Participant Data or non-Microsoft software you provide as part of your use of the Pre-Release Technologies infringes the third party's patent, copyright, or trademark or makes intentional unlawful use of its Trade Secret; or

+b. related to your use of the Pre-Release Technologies in violation of this Agreement. You must pay the amount of any resulting adverse final judgment (or settlement to which you consent). This Section 13 provides our exclusive remedy for these claims.

+## 13. Disclaimer of Warranty

+MICROSOFT PROVIDES THE PRE-RELEASE TECHNOLOGIES AND SUPPORT SERVICES (IF ANY) "AS IS," "WITH ALL FAULTS" AND "AS AVAILABLE." PARTICIPANT BEARS THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AVAILABILITY OF DATA FROM THE SERVICES, AND EFFORT. MICROSOFT MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE PRE-RELEASE TECHNOLOGIES OR SUPPORT SERVICES (IF ANY). TO THE EXTENT PERMITTED UNDER APPLICABLE LAWS, MICROSOFT EXCLUDES THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. MICROSOFT DOES NOT GUARANTEE THAT THE PREVIEW SERVICE WILL BE AVAILABLE, UNINTERRUPTED, OR ERROR-FREE, OR THAT LOSS OF PREVIEW SERVICE PARTICIPANT DATA WILL NOT OCCUR.

+## 15. Limitation of Liability

+TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR THAT RELATE IN ANY WAY TO THIS AGREEMENT OR ITS PERFORMANCE. THIS EXCLUSION WILL APPLY REGARDLESS OF THE LEGAL THEORY UPON WHICH ANY CLAIM FOR SUCH DAMAGES IS BASED, WHETHER THE PARTIES HAD BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES, WHETHER SUCH DAMAGES WERE REASONABLY FORESEEABLE, OR WHETHER APPLICATION OF THE EXCLUSION CAUSES ANY REMEDY TO FAIL OF ITS ESSENTIAL PURPOSE. THIS EXCLUSION WILL NOT APPLY TO ANY BREACH OF CONFIDENTIALITY OBLIGATIONS OR VIOLATION OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS. MICROSOFT SHALL NOT BE RESPONSIBLE FOR ANY INTERRUPTIONS IN THE PRE-RELEASE TECHNOLOGIES, INCLUDING WITHOUT LIMITATION, POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS INCLUDING THOSE THAT AFFECT THE RECEIPT, ACCEPTANCE, PROCESSING, COMPLETION OR SETTLEMENT OF YOUR SYSTEMS.

+## 16. Links to Third-Party Sites

+The Pre-Release Technologies may include links to third-party sites. Microsoft does not control such sites and Microsoft is not responsible for the content of any linked site, any links contained in a linked site, or any changes or updates to such sites. Microsoft is not responsible for webcasting or any other form of transmission received from any linked site. Microsoft is providing these links to you, if at all, only as a convenience, and the inclusion of any link does not imply endorsement by Microsoft of the site.

+## 17. Miscellaneous

+### 17.1 Modifying the Terms

+Microsoft may modify this Agreement at any time and will provide notice of any modifications. If you do not agree to any modifications, you must immediately stop using the Pre-Release Technologies. Your continued use of the Pre-Release Technologies constitutes acceptance of the modified Agreement.

+### 17.2 Notices

+Microsoft may provide Participant with notices in any manner Microsoft chooses, including by email or posting any such notices on a portal or community development center website for the Preview. Notices provided to you via e-mail will be deemed given and received on the transmission date of the e-mail. Notices provided via posting on a portal or community development center web site will be deemed given on the date they are posted.

+### 17.3 Term and Termination

+This Agreement is effective on Participant's acceptance of the Preview terms. This Agreement will remain in effect for the duration of your participation in the Preview unless terminated by Microsoft. Your license to use the Pre-Release Technologies will end on the earlier of a\) the date specified in any notice Microsoft provides to you; or b\) the commercial release of the Pre-Release Technologies. Microsoft may suspend or cancel the Pre-Release Technologies or terminate this Agreement at any time for any reason. Microsoft may also terminate this Agreement or suspend Participant's use of the Preview Service immediately upon prior written notice to Participant if Participant breaches this Agreement and either (i) the breach is one that cannot be cured, or (ii) Participant fails to cure the breach within five days after it receives notice of the breach.

+Upon cancellation, suspension, or termination, Participant's right to use the Pre-Release Technologies stops immediately. There is no guarantee that Participant Data and applications will be retrievable. Microsoft may delete any Participant Data that remains in the Pre-Release Technologies after this Agreement terminates. Participant understands and agrees that it will not use the Pre-Release Technologies for anything that is mission critical to its business operations and will only use Participant Data that Participant has backed up. Participant may stop using and accessing the Pre-Release Technologies at any time without further obligation, whether or not it deletes or extracts it Participant Data.

+### 17.4 No Third-Party Beneficiaries

+This Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.

+### 17.5 No Waiver

+A waiver of any breach of this Agreement is not a waiver of any other breach. Any waiver must be in writing and signed by an authorized representative of the waiving party.

+### 17.6 Interpreting the Agreement

+If any court of competent jurisdiction determines that any provision of this Agreement is illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect. This Agreement, including any other policies or terms incorporated by reference, is the entire agreement between the parties regarding the Pre-Release Technologies. It supersedes any prior agreements or statements (whether oral or written) regarding the Pre-Release Technologies and is separate and independent from any other agreement(s) that may exist between the parties.

+### 17.7 Limitation of Claims

+Any claim related to this Agreement or the Pre-Release Technologies is barred unless brought within one year from the date the claim could first be filed. This limitation applies to each party's successors or assigns.

+### 17.8 Survival

+Sections 9, 12-14, and 16 survive termination or expiration of this Agreement.

+### 17.9 Relationship

+Each party is an independent contractor. This Agreement does not create an employer-employee relationship, partnership, joint venture, franchise, or agency relationship.

+### 17.10 Non-Exclusivity

+This Agreement is nonexclusive. It does not restrict either party from entering into the same or similar arrangement with any third party.

+### 17.11 Jurisdiction and Governing Law

+The laws of the State of Washington, excluding conflicts of law provisions, govern this Agreement. If federal jurisdiction exists, then each party consents to exclusive jurisdiction and venue in the federal courts in King County, Washington. If no federal jurisdiction exists, then each party consents to exclusive jurisdiction and venue in the Superior Court of King County, Washington.

+## Exhibit 1

+The Participant's use of the Preview described herein is subject to and incorporates the Preview Agreement (the "**Agreement**") between Microsoft and Participant. Capitalized words used but not defined herein have the meaning given to them in the Agreement.

+**Preview Pre-Release Technology**: Support Assistant

+**Overview**:

+- **Microsoft permits processing of personal data in Preview**: [x] Yes [ ] No

+ - ***If yes,***

+ [ ] Preview Service complies with GDPR.

+ [ ] Preview Pre-Release Technology complies with the Data Protection Addendum in the Product Terms.

+ [x] Preview Service is not designed to be used by EU data subjects. Customer **should not** process personal data of EU Data Subjects (as defined by the GDPR).

+- **Preview Pre-Release Technology Description:**

+ The Microsoft 365 admin center will introduce a new "Support Assistant" feature, starting with a Preview in early November 2024. This AI-driven conversational experience can be toggled on in the Help & Support pane by admins. It will be available to a select group of English locale customers.

+ If a tenant is selected to take part in this Preview, admins will start seeing the Support Assistant Preview toggle in Help & Support. If you are not part of the Preview, admins will not see any changes to Help & Support.

+ After admins select the Help & Support button in the bottom right corner of Microsoft 365 admin center pages, a pane opens to show the new Support Assistant Preview toggle. This experience is powered by Copilot Studio and aims to improve the help and support experience by providing additional functionalities and a conversational ability to receive help.

+- **Additional Terms specific to this Preview Prerequisites:**

+ 1. A Microsoft 365 tenancy with either M365 admin access or SharePoint Online admin access

+- **Geo Restriction:** US only

+- **Data Flow** The following data will be processed via Copilot Studio. This data will be retained for less than 30 days.

+ - Support Data: Example customer input query

+ - Organizational Identifiable Information: Example Tenant ID

+ - End User Identifiable Information: Example User ID, locale.

+- **Term of Preview**: This Preview ends June 30, 2025, or 30 days after the feature become commercially generally available, whichever is sooner.

+## Exhibit 2 — GDPR Terms

+For purposes of these GDPR Terms, Participant and Microsoft agree that Participant is the controller of Personal Data and Microsoft is the processor of such data, except when Participant acts as a processor of Personal Data, in which case Microsoft is a sub-processor. These GDPR Terms apply to the processing of Personal Data, within the scope of the GDPR, by Microsoft on behalf of Participant. These GDPR Terms do not limit or reduce any data protection commitments Microsoft makes to Participant in other agreements between Microsoft and Participant. These GDPR Terms do not apply where Microsoft is a controller of Personal Data.

+### Relevant GDPR Obligations: Articles 28, 32, and 33

+1. Microsoft shall not engage another processor without prior specific or general written authorization of Participant. In the case of general written authorization, Microsoft shall inform Participant of any intended changes concerning the addition or replacement of other processors, thereby giving Participant the opportunity to object to such changes. (Article 28(2))

+2. Processing by Microsoft shall be governed by these GDPR Terms under European Union (hereafter "Union") or Member State law and are binding on Microsoft with regard to Participant. The subject-matter and duration of the processing, the nature and purpose of the processing, the type of Personal Data, the categories of data subjects and the obligations and rights of the Participant are set forth in section 11 above, including these GDPR Terms. In particular, Microsoft shall:

+ > a. process the Personal Data only on documented instructions from Participant, including with regard to transfers of Personal Data to a third country or an international organization, unless required to do so by Union or Member State law to which Microsoft is subject; in such a case, Microsoft shall inform Participant of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest;

+ >

+ > b. ensure that persons authorized to process the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;

+ >

+ > c. take all measures required pursuant to Article 32 of the GDPR;

+ >

+ > d. respect the conditions referred to in paragraphs 1 and 3 for engaging another processor;

+ >

+ > e. taking into account the nature of the processing, assist Participant by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of the Participant's obligation to respond to requests for exercising the data subject's rights laid down in Chapter III of the GDPR;

+ >

+ > f. assist Participant in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR, taking into account the nature of processing and the information available to Microsoft;

+ >

+ > g. at the choice of Participant, delete or return all the Personal Data to Participant after the end of the provision of services relating to processing, and delete existing copies unless Union or Member State law requires storage of the Personal Data;

+ >

+ > h. make available to Participant all information necessary to demonstrate compliance with the obligations laid down in Article 28 of the GDPR and allow for and contribute to audits, including inspections, conducted by Participant or another auditor mandated by Participant.

+3. Microsoft shall immediately inform Participant if, in its opinion, an instruction infringes the GDPR or other Union or Member State data protection provisions. (Article 28(3))

+4. Where Microsoft engages another processor for carrying out specific processing activities on behalf of Participant, the same data protection obligations as set out in these GDPR Terms shall be imposed on that other processor by way of a contract or other legal act under Union or Member State law, in particular providing sufficient guarantees to implement appropriate technical and organizational measures in such a manner that the processing will meet the requirements of the GDPR. Where that other processor fails to fulfil its data protection obligations, Microsoft shall remain fully liable to the Participant for the performance of that other processor's obligations. (Article 28(4))

+5. Taking into account the state of the art, the costs of implementation and the nature, scope, context, and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Participant and Microsoft shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including inter alia as appropriate:

+ > a. the pseudonymization and encryption of Personal Data;

+ >

+ > b. the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;

+ >

+ > c. the ability to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident; and

+ >

+ > d. a process for regularly testing, assessing, and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing. (Article 32(1))

+6. In assessing the appropriate level of security, account shall be taken of the risks that are presented by processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data transmitted, stored, or otherwise processed. (Article 32(2))

+7. Participant and Microsoft shall take steps to ensure that any natural person acting under the authority of Participant or Microsoft who has access to Personal Data does not process them except on instructions from Participant, unless he or she is required to do so by Union or Member State law. (Article 32(4))

+8. Microsoft shall notify Participant without undue delay after becoming aware of a Personal Data breach. (Article 33(2)). Such notification will include that information a processor must provide to a controller under Article 33(3) to the extent such information is reasonably available to Microsoft.

+If you have an MOSA billing account type, you can change the service usage address for a subscription. [Find out what type of billing account you have](../manage-billing-accounts.md#view-my-billing-accounts).

+> [!WARNING]

+> If the Microsoft 365 Group name contains a period character (.), the migration fails with an **Invalid character** error.

+## Step 5: [Prepare the identity mapping file](cross-tenant-SharePoint-migration-step5.md)

+To learn more about the user experience, see:

+- [Use open shifts across locations in Shifts](https://support.microsoft.com/office/use-open-shifts-across-locations-in-shifts-14d6fd2e-1956-45a4-ba68-ccc71aedfa3b) (frontline managers)

+- [Request an open shift at another location in Shifts](https://support.microsoft.com/office/request-an-open-shift-at-another-location-in-shifts-7738dc1a-9f4f-46ee-8bcb-6dd1aaf8ab1f) (frontline workers)