This Arbitration Agreement and Class Action Waiver is part of the Microsoft Advertising Agreement
that governs your use of Microsoft Advertising, and the Microsoft Advertising Partner Program Agreement that governs your participation in the Microsoft Advertising Partner Program. You and we agree to these terms.
Binding Arbitration and Class Action Waiver if your principal place of business is in the United States.
We hope we never have a dispute, but if we do, you and we agree to try for 60 days to resolve it informally. If we can’t, you and we agree to binding individual arbitration before the American Arbitration Association (“AAA”) under the Federal Arbitration Act (“FAA”), and not to sue in court in front of a judge or jury
. Instead, a neutral arbitrator will decide and the arbitrator’s decision will be final except for a limited right of review under the FAA. Class action lawsuits, class-wide arbitrations, private attorney-general actions, and any other proceeding where someone acts in a representative capacity aren’t allowed. Nor is combining individual proceedings without the consent of all parties
- Disputes covered — everything except IP. The term “dispute” is as broad as it can be. It includes any claim or controversy between you and Microsoft or any Microsoft affiliate concerning Microsoft Advertising, the Microsoft Advertising Site, Insertion Orders, your advertising, its price, your purchase transaction, billing, the Microsoft Advertising Agreement (including this Arbitration Agreement and Class Action Waiver), the Microsoft Advertising Partner Program, or the Microsoft Advertising Partner Program Agreement, under any legal theory including contract, warranty, tort, statute, or regulation, except disputes relating to the enforcement or validity of your, your licensors’, our, or our licensors’ intellectual property rights.
- Mail a Notice of Dispute first. If you have a dispute and our customer service representatives can’t resolve it, send a Notice of Dispute by U.S. Mail to Microsoft Corporation, ATTN: CELA ARBITRATION, One Microsoft Way, Redmond, WA 98052-6399. Tell us your name, address, how to contact you, what the problem is, and what you want. A form is available at http://go.microsoft.com/fwlink/?linkid=245497. We’ll do the same if we have a dispute with you. After 60 days, you or we may start an arbitration if the dispute is unresolved.
- Small claims court option. Instead of mailing a Notice of Dispute, you may sue us in small claims court if you meet the court’s requirements in the county of your principal place of business or King County, Washington.
- Arbitration procedure. The AAA will conduct any arbitration under its Commercial Arbitration Rules (or if the value of the dispute is $75,000 USD or less, whether or not you are an individual or how you use Microsoft Advertising, its Consumer Arbitration Rules). For more information, see www.adr.org or call 1-800-778-7879. To start an arbitration, submit the form available at http://go.microsoft.com/fwlink/?linkid=245497 to the AAA; and mail a copy to Microsoft at the address in Section (b). In a dispute involving $25,000 USD or less, any hearing will be telephonic unless the arbitrator finds good cause to hold an in-person hearing instead. Any in-person hearing will take place in the county of your principal place of business or King County, Washington. You choose. The arbitrator may 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. Under AAA Rules, the arbitrator rules on his or her own jurisdiction, including the arbitrability of any claim. But a court has exclusive authority to enforce the prohibition on arbitration on a class-wide basis or in a representative capacity.
- Arbitration fees and payments.
- Disputes involving $75,000 USD or less. We 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, we 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.
- 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.
- 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 (a) above) within one year from when it first could be filed. Otherwise, it’s permanently barred.
- Rejecting future arbitration changes. You may reject any change we make to this Arbitration Agreement and Class Action Waiver (other than address changes) by sending us notice within 30 days of the change by U.S. Mail to the address listed in Section (b) above. If you do, the most recent version of this Arbitration Agreement and Class Action Waiver before the change you rejected will apply.
- Severability. If any part of this Arbitration Agreement and Class Action Waiver is found to be illegal or unenforceable, the remainder will remain in effect (with an arbitration award issued before any court proceeding begins), except that if a finding of partial illegality or unenforceability would allow class-wide or representative arbitration, this Arbitration Agreement and Class Action Waiver will be unenforceable in its entirety.
- Conflict with AAA rules. This Agreement governs if it conflicts with the AAA’s Commercial Arbitration Rules or Consumer Arbitration Rules.
- Microsoft affiliates are third-party beneficiaries. Microsoft Corporation and other affiliates of Microsoft Online, Inc. are not parties to this Arbitration Agreement and Class Action Waiver but are third-party beneficiaries of your agreement with us to resolve disputes through informal negotiation and arbitration.