mgm_eula.htm

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SYNC® End User License Agreement (EULA)

• You have acquired adevice (“DEVICE”) that includes software licensed by FORD MOTORCOMPANY from an affiliate of Microsoft Corporation (“MS”). Thoseinstalled software products of MS origin, as well as associated media, printedmaterials, and “online” or electronic documentation (“MSSOFTWARE”) are protected by international intellectual property laws andtreaties. The MS SOFTWARE is licensed, not sold. All rights reserved.

• The MS SOFTWARE mayinterface with and/or communicate with, or may be later upgraded to interfacewith and/or communicate with additional software and/or systems provided byFORD MOTOR COMPANY. The additional software and systems of FORD MOTOR COMPANYorigin, as well as associated media, printed materials, and“online” or electronic documentation (“FORD SOFTWARE”)are protected by international intellectual property laws and treaties. TheFORD SOFTWARE is licensed, not sold. All rights reserved.

• The MS SOFTWARE and/orFORD SOFTWARE may interface with and/or communicate with, or may be laterupgraded to interface with and/or communicate with additional software and/orsystems provided by third party software and service suppliers. The additionalsoftware and services of third party origin, as well as associated media,printed materials, and “online” or electronic documentation(“THIRD PARTY SOFTWARE”) are protected by internationalintellectual property laws and treaties. The THIRD PARTY SOFTWARE is licensed,not sold. All rights reserved.

• The MS SOFTWARE, FORDSOFTWARE and THIRD PARTY SOFTWARE hereinafter collectively and individuallywill be referred to as "SOFTWARE."

IF YOU DO NOTAGREE TO THIS END USER LICENSE AGREEMENT (“EULA”), DO NOT USE THEDEVICE OR COPY THE SOFTWARE. ANY USE OF THE SOFTWARE, INCLUDING BUT NOT LIMITEDTO USE ON THE DEVICE, WILL CONSTITUTE YOUR AGREEMENT TO THIS EULA (ORRATIFICATION OF ANY PREVIOUS CONSENT).

GRANT OF SOFTWARELICENSE: This EULA grants you the following license:

• Youmay use the SOFTWARE as installed on the DEVICE and as otherwise interfacingwith systems and/or services provide by or through FORD MOTOR COMPANY or itsthird party software and service providers.

DESCRIPTION OFOTHER RIGHTS AND LIMITATIONS:

• Speech Recognition: If the SOFTWARE includes speech recognitioncomponent(s), you should understand that speech recognition is an inherentlystatistical process and that recognition errors are inherent in the process.Neither FORD MOTOR COMPANY nor its suppliers shall be liable for any damagesarising out of errors in the speech recognition process.

• Single EULA: The end user documentation for the DEVICE andrelated systems and services may contain multiple EULAs, such as multipletranslations and/or multiple media versions (e.g., in the user documentationand in the software). Even if you receive multiple EULAs, you are licensed touse only one (1) copy of the SOFTWARE.

• SOFTWARE Transfer: You may permanently transfer your rightsunder this EULA only as part of a sale or transfer of the DEVICE, provided youretain no copies, you transfer all of the SOFTWARE (including all componentparts, the media and printed materials, any upgrades, and, if applicable, theCertificate(s) of Authenticity), and the recipient agrees to the terms of thisEULA. If the SOFTWARE is an upgrade, any transfer must include all priorversions of the SOFTWARE.

• Termination: Without prejudice to any other rights, FORD MOTORCOMPANY or MS may terminate this EULA if you fail to comply with the terms andconditions of this EULA.

• Security Updates/Digital Rights Management: Content owners usethe WMDRM technology included in your DEVICE to protect their intellectualproperty, included copyrighted content. Portions of the SOFTWARE on your DEVICEuse WMDRM software to access WMDRM-protected content. If the WMDRM softwarefails to protect the content, content owners may ask Microsoft to revoke theSOFTWARE’s ability to use WMDRM to play or copy protected content. Thisaction does not affect unprotected content. When your DEVICE downloads licensesfor protected content, you agree that Microsoft may include a revocation listwith the licenses. Content owners may require you to upgrade the SOFTWARE onyour DEVICE to access their content. If you decline an upgrade, you will not beable to access content that requires the upgrade.

• Consent to Use of Data: You agree that MS, MicrosoftCorporation, FORD MOTOR COMPANY, third party software and systems suppliers,their affiliates and/or their designated agent may collect and use technicalinformation gathered in any manner as part of product support services relatedto the SOFTWARE or related services. MS, Microsoft Corporation, FORD MOTORCOMPANY, third party software and services suppliers, their affiliates and/ortheir designated agent may use this information solely to improve theirproducts or to provide customized services or technologies to you. MS,Microsoft Corporation, FORD MOTOR COMPANY, third party software and systemssuppliers, their affiliates and/or their designated agent may disclose thisinformation to others, but not in a form that personally identifies you.

• Internet-Based Services Components: The SOFTWARE may containcomponents that enable and facilitate the use of certain Internet-basedservices. You acknowledge and agree that MS, Microsoft Corporation, FORD MOTORCOMPANY, third party software and service suppliers, their affiliates and/ortheir designated agent may automatically check the version of the SOFTWAREand/or its components that you are utilizing and may provide upgrades orsupplements to the SOFTWARE that may be automatically downloaded to yourDEVICE.

• Additional Software/Services: The SOFTWARE may permit FORDMOTOR COMPANY, third party software and service suppliers, MS, MicrosoftCorporation, their affiliates and/or their designated agent to provide or makeavailable to you SOFTWARE updates, supplements, add-on components, orInternet-based services components of the SOFTWARE after the date you obtainyour initial copy of the SOFTWARE (“Supplemental Components”).

If FORD MOTOR COMPANY or thirdparty software and services suppliers provide or make available to youSupplemental Components and no other EULA terms are provided along with theSupplemental Components, then the terms of this EULA shall apply.

If MS, Microsoft Corporation,their affiliates and/or their designated agent make available SupplementalComponents, and no other EULA terms are provided, then the terms of this EULAshall apply, except that the MS, Microsoft Corporation or affiliate entityproviding the Supplemental Component(s) shall be the licensor of theSupplemental Component(s).

FORD MOTOR COMPANY, MS, MicrosoftCorporation, their affiliates and/or their designated agent reserve the rightto discontinue without liability any Internet-based services provided to you ormade available to you through the use of the SOFTWARE.

• Links to Third Party Sites: The MS SOFTWARE may provide youwith the ability to link to third party sites through the use of the SOFTWARE.The third party sites are not under the control of MS, Microsoft Corporation,their affiliates and/or their designated agent. Neither MS nor MicrosoftCorporation nor their affiliates nor their designated agent are responsible for(i) the contents of any third party sites, any links contained in third partysites, or any changes or updates to third party sites, or (ii) webcasting orany other form of transmission received from any third party sites. If theSOFTWARE provides links to third party sites, those links are provided to youonly as a convenience, and the inclusion of any link does not imply anendorsement of the third party site by MS, Microsoft Corporation, theiraffiliates and/or their designated agent.

• Obligation to Drive Responsibly: You recognize your obligationto drive responsibly and keep attention on the road. You will read and abidewith the DEVICE operating instructions particularly as they pertain to safetyand assumes any risk associated with the use of the DEVICE.

UPGRADES ANDRECOVERY MEDIA: If the SOFTWARE is provided by FORD MOTOR COMPANYseparate from the DEVICE on media such as a ROM chip, CD ROM disk(s) or via webdownload or other means, and is labeled “For Upgrade Purposes Only”or "For Recovery Purposes Only" you may install one (1) copy of suchSOFTWARE onto the DEVICE as a replacement copy for the existing SOFTWARE, anduse it in accordance with this EULA, including any additional EULA termsaccompanying the upgrade SOFTWARE.

INTELLECTUALPROPERTY RIGHTS: All title and intellectual property rights in and tothe SOFTWARE (including but not limited to any images, photographs, animations,video, audio, music, text and “applets,” incorporated into theSOFTWARE), the accompanying printed materials, and any copies of the SOFTWARE,are owned by MS, Microsoft Corporation, FORD MOTOR COMPANY, or their affiliatesor suppliers. The SOFTWARE is licensed, not sold. You may not copy the printedmaterials accompanying the SOFTWARE. All title and intellectual property rightsin and to the content which may be accessed through use of the SOFTWARE is theproperty of the respective content owner and may be protected by applicablecopyright or other intellectual property laws and treaties. This EULA grantsyou no rights to use such content. All rights not specifically granted underthis EULA are reserved by MS, Microsoft Corporation, FORD MOTOR COMPANY, thirdparty software and service providers, their affiliates and suppliers. Use ofany on-line services which may be accessed through the SOFTWARE may be governedby the respective terms of use relating to such services. If this SOFTWAREcontains documentation that is provided only in electronic form, you may printone copy of such electronic documentation.

EXPORTRESTRICTIONS: You acknowledge that the SOFTWARE is subject to U.S. andEuropean Union export jurisdiction. You agree to comply with all applicableinternational and national laws that apply to the SOFTWARE, including the U.S.Export Administration Regulations, as well as end-user, end-use and destinationrestrictions issued by U.S. and other governments. For additional information,see http://www.microsoft.com/exporting/.

TRADEMARKS: ThisEULA does not grant you any rights in connection with any trademarks or servicemarks of FORD MOTOR COMPANY, MS, Microsoft Corporation, third party software orservice providers, their affiliates or suppliers.

PRODUCT SUPPORT:Productsupport for the SOFTWARE is not provided by MS, its parent corporationMicrosoft Corporation, or their affiliates or subsidiaries. For productsupport, please refer to FORD MOTOR COMPANY instructions provided in thedocumentation for the DEVICE. Should you have any questions concerning thisEULA, or if you desire to contact FORD MOTOR COMPANY for any other reason,please refer to the address provided in the documentation for the DEVICE.

No Liability forCertain Damages: EXCEPT AS PROHIBITED BY LAW, FORD MOTOR COMPANY, ANY THIRDPARTY SOFTWARE OR SERVICES SUPPLIERS, MS, MICROSOFT CORPORATION AND THEIRAFFILIATES SHALL HAVE NO LIABILITY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL ORINCIDENTAL DAMAGES ARISING FROM OR IN CONNECTION WITH THE USE OR PERFORMANCE OFTHE SOFTWARE. THIS LIMITATION SHALL APPLY EVEN IF ANY REMEDY FAILS OF ITSESSENTIAL PURPOSE. IN NO EVENT SHALL MS, MICROSOFT CORPORATION AND/OR THEIRAFFILIATES BE LIABLE FOR ANY AMOUNT IN EXCESS OF U.S. TWO HUNDRED FIFTY DOLLARS(U.S.$250.00).

• THERE ARE NO WARRANTIESOTHER THAN THOSE THAT MAY EXPRESSLY BE PROVIDED FOR YOUR NEW VEHICLE.

SYNC® DEVICE End user license agreement (EULA)

You have acquired a device(“DEVICE”) that includes software licensed by FORD MOTOR COMPANYfrom an affiliate of Microsoft Corporation (“MS”). Those installedsoftware products of MS origin, as well as associated media, printed materials,and “online” or electronic documentation (“SOFTWARE”)are protected by international intellectual property laws and treaties. TheSOFTWARE is licensed, not sold. All rights reserved.

The SOFTWARE may be configured tointerface with and/or communicate with, or may be later upgraded to interfacewith and/or communicate with additional software systems provided by FORD MOTORCOMPANY. These additional software systems of FORD MOTOR COMPANY origin, aswell as associated media, printed materials, and “online” orelectronic documentation (“FORD SOFTWARE”) are protected byinternational intellectual property laws and treaties. The FORD SOFTWARE islicensed, not sold. All rights reserved.

GRANT OF SOFTWARELICENSE: This EULA grants you the following license:

• Youmay use the SOFTWARE as installed on the DEVICE.

• Youmay use the FORD SOFTWARE as installed on the vehicle.

DESCRIPTION OFOTHER RIGHTS AND LIMITATIONS:

• Limitations on Reverse Engineering, Decompilation and Disassembly:You may not reverse engineer, decompile, or disassemble nor permit others toreverse engineer, decompile or disassemble the SOFTWARE, except and only to theextent that such activity is expressly permitted by applicable lawnotwithstanding this limitation.You may not reverse engineer, decompile, ordisassemble nor permit others to reverse engineer, decompile or disassemble theFORD SOFTWARE, except and only to the extent that such activity is expresslypermitted by applicable law notwithstanding this limitation.

• Single EULA: The end user documentation for the DEVICE maycontain multiple versions of this EULA, such as multiple translations and/ormultiple media versions (e.g., in the user documentation and in the software).Even if you receive multiple versions of the EULA, you are licensed to use onlyone (1) copy of the SOFTWARE and only one (1) copy of the FORD SOFTWARE.

• SOFTWARE Transfer: You may permanently transfer all of yourrights under this EULA only as part of a sale or transfer of the DEVICE,provided you retain no copies, you transfer all of the SOFTWARE (including allcomponent parts, the media and printed materials, any upgrades, this EULA and,if applicable, the Certificate(s) of Authenticity), and the recipient agrees tothe terms of this EULA. If the SOFTWARE is an upgrade, any transfer mustinclude all prior versions of the SOFTWARE.

• Termination: Without prejudice to any other rights, FORD MOTORCOMPANY or MS may terminate this EULA if you fail to comply with the terms andconditions of this EULA.

• Consent to Use of Data: You agree that MS, MicrosoftCorporation, their affiliates and/or their designated agent may collect and usetechnical information gathered in any manner as part of product supportservices related to the SOFTWARE. MS, Microsoft Corporation, their affiliatesand/or their designated agent may use this information solely to improve theirproducts or to provide customized services or technologies to you. MS,Microsoft Corporation, their affiliates and/or their designated agent maydisclose this information to others, but not in a form that personallyidentifies you.

• Internet-Based Services Components: The SOFTWARE may containcomponents that enable and facilitate the use of certain Internet-basedservices. You acknowledge and agree that MS, Microsoft Corporation, theiraffiliates and/or their designated agent may automatically check the version ofthe SOFTWARE and/or its components that you are utilizing and may provideupgrades or supplements to the SOFTWARE that may be automatically downloaded toyour DEVICE.

• Additional Software/Services: The SOFTWARE may permit FORDMOTOR COMPANY, MS, Microsoft Corporation, their affiliates and/or theirdesignated agent to provide or make available to you SOFTWARE updates,supplements, add-on components, or Internet-based services components of theSOFTWARE after the date you obtain your initial copy of the SOFTWARE(“Supplemental Components”).

If FORD MOTOR COMPANY provides ormakes available to you Supplemental Components and no other EULA terms areprovided along with the Supplemental Components, then the terms of this EULAshall apply.

• Links to Third Party Sites: The SOFTWARE may provide you withthe ability to link to third party sites through the use of the SOFTWARE. Thethird party sites are not under the control of MS, Microsoft Corporation, theiraffiliates and/or their designated agent. Neither MS nor Microsoft Corporationnor their affiliates nor their designated agent are responsible for (i) thecontents of any third party sites, any links contained in third party sites, orany changes or updates to third party sites, or (ii) webcasting or any otherform of transmission received from any third party sites. If the SOFTWAREprovides links to third party sites, those links are provided to you only as aconvenience, and the inclusion of any link does not imply an endorsement of thethird party site by MS, Microsoft Corporation, their affiliates and/or theirdesignated agent.

UPGRADES ANDRECOVERY MEDIA:If the SOFTWARE is provided by FORD MOTOR COMPANYseparate from the DEVICE on media such as a ROM chip, CD ROM disk(s) or via webdownload or other means, and is labeled “For Upgrade Purposes Only”or "For Recovery Purposes Only" you may install one (1) copy of suchSOFTWARE onto the DEVICE as a replacement copy for the existing SOFTWARE, anduse it in accordance with this EULA, including any additional EULA termsaccompanying the upgrade SOFTWARE.

INTELLECTUALPROPERTY RIGHTS: All title and intellectual property rights in and tothe SOFTWARE (including but not limited to any images, photographs, animations,video, audio, music, text and “applets,” incorporated into theSOFTWARE), the accompanying printed materials, and any copies of the SOFTWARE,are owned by MS, Microsoft Corporation, their affiliates or suppliers. TheSOFTWARE is licensed, not sold. You may not copy the printed materialsaccompanying the SOFTWARE. All title and intellectual property rights in and tothe content which may be accessed through use of the SOFTWARE is the propertyof the respective content owner and may be protected by applicable copyright orother intellectual property laws and treaties. This EULA grants you no rightsto use such content. All rights not specifically granted under this EULA arereserved by MS, Microsoft Corporation, their affiliates and suppliers. Use ofany on-line services which may be accessed through the SOFTWARE may be governedby the respective terms of use relating to such services. If this SOFTWAREcontains documentation that is provided only in electronic form, you may printone copy of such electronic documentation.

All title and intellectualproperty rights in and to the FORD SOFTWARE (including but not limited to anyimages, photographs, animations, video, audio, music, text and“applets,” incorporated into the FORD SOFTWARE), the accompanyingprinted materials, and any copies of the FORD SOFTWARE, are owned by FORD MOTORCOMPANY. The FORD SOFTWARE is licensed, not sold. You may not copy the printedmaterials accompanying the FORD SOFTWARE. All title and intellectual property rightsin and to the content which may be accessed through use of the FORD SOFTWARE isthe property of the respective content owner and may be protected by applicablecopyright or other intellectual property laws and treaties. This EULA grantsyou no rights to use such content. All rights in the FORD SOFTWARE notspecifically granted under this EULA are reserved by FORD MOTOR COMPANY. Use ofany on-line services which may be accessed through the FORD SOFTWARE may begoverned by the respective terms of use relating to such services. If the FORDSOFTWARE contains documentation that is provided only in electronic form, youmay print one copy of such electronic documentation.

TRADEMARKS:This EULA does not grant you any rights in connection with any trademarks orservice marks of FORD MOTOR COMPANY, MS, Microsoft Corporation, theiraffiliates or suppliers.

PRODUCT SUPPORT:Product support for the SOFTWARE is not provided by MS, its parent corporationMicrosoft Corporation, or their affiliates or subsidiaries. For productsupport, please refer to FORD MOTOR COMPANY instructions provided in the documentationfor the DEVICE. Should you have any questions concerning this EULA, or if youdesire to contact FORD MOTOR COMPANY for any other reason, please refer to theaddress provided in the documentation for the DEVICE.

No Liability forCertain Damages: EXCEPT AS PROHIBITED BY LAW, FORD MOTOR COMPANY, MS,MICROSOFT CORPORATION AND THEIR AFFILIATES SHALL HAVE NO LIABILITY FOR ANYINDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING FROM OR INCONNECTION WITH THE USE OR PERFORMANCE OF THE SOFTWARE AND/OR THE FORDSOFTWARE. THIS LIMITATION SHALL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIALPURPOSE. IN NO EVENT SHALL MS, MICROSOFT CORPORATION AND/OR THEIR AFFILIATES BELIABLE FOR ANY AMOUNT IN EXCESS OF U.S. TWO HUNDRED FIFTY DOLLARS (U.S.$250.00).

• THERE ARE NO WARRANTIESOTHER THAN THOSE THAT MAY EXPRESSLY BE PROVIDED FOR YOUR NEW VEHICLE.