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award the same damages to you individually as a court could. The arbitrator may award declaratory or
injunctive relief only to you individually to satisfy your individual claim.
e. Arbitration fees and payments.
(i) Disputes involving $75,000 USD or less. The manufacturer or installer (or Microsoft if your dispute is
with Microsoft) will promptly reimburse your filing fees and pay the AAA's and arbitrator's fees and
expenses. If you reject our last written settlement offer made before the arbitrator was appointed, your
dispute goes all the way to an arbitrator's decision (called an "award"), and the arbitrator awards you
more than this last written offer, the manufacturer or installer (or Microsoft if your dispute is with
Microsoft) will: (1) pay the greater of the award or $1,000 USD; (2) pay your reasonable attorney's fees, if
any; and (3) reimburse any expenses (including expert witness fees and costs) that your attorney
reasonably accrues for investigating, preparing, and pursuing your claim in arbitration. The arbitrator
will determine the amounts unless you and we agree on them.
(ii) Disputes involving more than $75,000 USD. The AAA rules will govern payment of filing fees and the
AAA's and arbitrator's fees and expenses.
(iii) Disputes involving any amount. If you start an arbitration we won't seek our AAA or arbitrator's fees
and expenses, or your filing fees we reimbursed, unless the arbitrator finds the arbitration frivolous or
brought for an improper purpose. If we start an arbitration we will pay all filing, AAA, and arbitrator's
fees and expenses. We won't seek our attorney's fees or expenses from you in any arbitration. Fees and
expenses are not counted in determining how much a dispute involves.
f. Must file within one year. You and we must file in small claims court or arbitration any claim or dispute
(except intellectual property disputes — see Section 9.a.) within one year from when it first could be filed.
Otherwise, it's permanently barred.
g. Severability. If the class action waiver is found to be illegal or unenforceable as to all or some parts of a
dispute, those parts won't be arbitrated but will proceed in court, with the rest proceeding in arbitration. If
any other provision of Section 9 is found to be illegal or unenforceable, that provision will be severed but the
rest of Section 9 still applies.
h. Conflict with AAA rules. This agreement governs if it conflicts with the AAA's Commercial Arbitration Rules
or Consumer Arbitration Rules.
i.
Microsoft as party or third-party beneficiary. If Microsoft is the device manufacturer or if you acquired the
software from a retailer, Microsoft is a party to this agreement. Otherwise, Microsoft is not a party but is a
third-party beneficiary of your agreement with the manufacturer or installer to resolve disputes through
informal negotiation and arbitration.
10. Governing Law. The laws of the state or country where you live (or if a business where your principal place of
business is located) govern all claims and disputes concerning the software, its price, or this agreement, including
breach of contract claims and claims under state consumer protection laws, unfair competition laws, implied
warranty laws, for unjust enrichment, and in tort, regardless of conflict of law principles. In the United States, the
FAA governs all provisions relating to arbitration.
11. Consumer Rights, Regional Variations. This agreement describes certain legal rights. You may have other
rights, including consumer rights, under the laws of your state or country. You may also have rights with respect
to the party from which you acquired the software. This agreement does not change those other rights if the laws
of your state or country do not permit it to do so. For example, if you acquired the software in one of the below
regions, or mandatory country law applies, then the following provisions apply to you:
a. Australia. References to "Limited Warranty" are references to the express warranty provided by Microsoft or
the manufacturer or installer. This warranty is given in addition to other rights and remedies you may have
under law, including your rights and remedies in accordance with the statutory guarantees under the
Australian Consumer Law.
In this section, "goods" refers to the software for which Microsoft or the manufacturer or installer provides the
express warranty. Our goods come with guarantees that cannot be excluded under the Australian Consumer
Law. You are entitled to a replacement or refund for a major failure and compensation for any other
reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the
goods fail to be of acceptable quality and the failure does not amount to a major failure.
b. Canada. You may stop receiving updates on your device by turning off Internet access. If and when you re-
connect to the Internet, the software will resume checking for and installing updates.
c. European Union. The academic use restriction in Section 12.d(i) below does not apply in the jurisdictions
listed on this site: (aka.ms/academicuse).
d. Germany and Austria.
(i) Warranty. The properly licensed software will perform substantially as described in any Microsoft
materials that accompany the software. However, the manufacturer or installer, and Microsoft, give no
contractual guarantee in relation to the licensed software.
(ii) Limitation of Liability. In case of intentional conduct, gross negligence, claims based on the Product
Liability Act, as well as, in case of death or personal or physical injury, the manufacturer or installer, or
Microsoft is liable according to the statutory law.
Subject to the preceding sentence, the manufacturer or installer, or Microsoft will only be liable for slight
negligence if the manufacturer or installer or Microsoft is in breach of such material contractual obligations,
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