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DocuSign Envelope ID:299DAE81-C703-494C-B9EC-EB57F8ABA670 <br /> k.Applicable law.This Agreement will be governed by and construed in accordance with the laws of the State of <br /> Washington and federal laws of the United States.The 1980 United Nations Convention on Contracts for the International <br /> Sale of Goods and its related instruments will not apply to this Agreement. <br /> I. Dispute resolution.When bringing any action arising under this Agreement, the parties agree to the following exclusive <br /> venues: <br /> (1) If Microsoft brings the action, the venue will be where Customer has its headquarters. <br /> (2) If Customer brings the action against Microsoft or any Microsoft Affiliate located outside of Europe, the venue will <br /> be the state or federal courts in King County, State of Washington, USA. <br /> (3) If Customer brings the action against Microsoft or any Microsoft Affiliate located in Europe, and not also against <br /> Microsoft or a Microsoft Affiliate located outside of Europe, the venue will be the Republic of Ireland. <br /> The parties consent to personal jurisdiction in the agreed venue. This choice of venue does not prevent either party from <br /> seeking injunctive relief in any jurisdiction with respect to a violation of intellectual property rights or confidentiality obligations. <br /> m. Order of precedence.These General Terms will take precedence over any conflicting terms in other documents that are <br /> part of this Agreement that are not expressly resolved in those documents, except that conflicting terms in the Use Rights <br /> take precedence over these General Terms as to the applicable Products.Terms in the Online Services Terms take <br /> precedence over conflicting terms in the Product Terms.Terms in an amendment control over the amended document and <br /> any prior amendments concerning the same subject matter. <br /> n. Microsoft Affiliates and contractors. Microsoft may perform its obligations under this Agreement through its Affiliates <br /> and use contractors to provide certain services. Microsoft remains responsible for their performance. <br /> o. Government procurement rules. By accepting this agreement, Customer represents and warrants that(i)it has complied <br /> and will comply with all applicable government procurement laws and regulations; (ii)it is authorized to enter into this <br /> Agreement; and (iii)this Agreement satisfies all applicable procurement requirements. <br /> Definitions. <br /> "Administrator Data"means the information provided to Microsoft or its Affiliates during sign-up, purchase, or administration <br /> of Products. <br /> "Affiliate"means any legal entity that controls, is controlled by, or is under common control with a party. "Control'means <br /> ownership of more than a 50% interest of voting securities in an entity or the po <br /> "Confidential Information" is defined in the "Confidentiality"section. <br /> "Customer"means the entity identified as such on the account associated with this Agreement. <br /> "Customer Data" means all data, including all text, sound, software, image or video files that are provided to Microsoft or its <br /> Affiliates by, or on behalf of, Customer and its Affiliates through use of Online Services. <br /> "End User"means any person Customer permits to use a Product or access Customer Data. "Licensing Site"means <br /> http://www.microsoft.com/licensing/contracts or a successor site. <br /> "Microsoft"means Microsoft Corporation. <br /> "Non-Microsoft Product" means any third-party-branded software, data,service,website or product, unless incorporated by <br /> Microsoft in a Product. <br /> Page 15 of <br />