[nem-en] RE: Legally Distributing Visual Studio Plugin Source

[NoiseEHC]

MICROSOFT SOFTWARE LICENSE TERMS
VISUAL STUDIO SOFTWARE DEVELOPMENT KIT
This is an agreement between Microsoft Corporation (or based on where 
you live, one of its affiliates) (“us”) and you. Please read it. It 
applies to the software development kit named above (the “Software”), 
which includes the media on which you received it, if any. It also 
applies to any updates, supplements, Internet-based services, and 
support services we provide for the Software, unless other terms 
accompany those items. If so, those terms apply.
By using the Software, you accept this agreement. If you do not accept 
it, do not use the Software.

If you comply with this agreement, you have the rights described below.
1. Definitions.
1.1 “Eligible Products” means your software development tools or 
products that:
· work in conjunction with Visual Studio; and
· run on one or more Microsoft Platforms; and
· EITHER:
o have as a primary purpose the creation of applications or components 
that natively operate on any Microsoft Platforms; OR
o do not integrate with the Visual Studio integrated development 
environment, but provide data integration or web services integration to 
Visual Studio Team Foundation Server.
1.2 “Integration Code” means the code you develop, using the Software, 
to integrate Eligible Products with Visual Studio.
1.3 “Microsoft Platforms” means any current and future Microsoft 
operating system products, Microsoft run-time technologies (such as the 
.NET Framework), and Microsoft application platforms (such as Microsoft 
Office or Microsoft Dynamics) that we offer during the Term.
1.4 “Visual Studio” means the Microsoft Visual Studio family of products 
we offer during the Term.
2. INSTALLATION AND USE RIGHTS.
2.1 General. You may install and use copies of the Software to design, 
develop, and test Integration Code and Eligible Products.
2.2 Pre-Release Code. The Software may include pre-release code. The 
license terms with the pre-release code apply to your use of it. In 
addition to any rights granted in such license terms, you may, pursuant 
to Section 3, distribute Eligible Products that include or are developed 
from the pre-release code if and only if we (a) give you our prior 
written consent or (b) you test and verify that the Eligible Products 
are fully compatible with the “release to manufacturing” version of such 
code.
2.3 Third Party Materials. The Software may include third party programs 
or materials. The license terms with those programs or materials apply 
to your use of them, and we are not liable for them.
3. DISTRIBUTION RIGHTS AND REQUIREMENTS.
3.1 Eligible Product Rights. The Software contains the following items 
(“Distributable Code”) that you may distribute in Eligible Products or 
Integration Code if you comply with Sections 3.3 and 3.4:
· REDIST.TXT Files. You may copy and distribute the object code form of 
code listed in REDIST.TXT files.
· Sample Code. You may modify, copy, and distribute the source and 
object code form of code marked as “sample.”
· Image Library. You may copy and distribute images and animations in 
the Image Library as described in the software documentation. You may 
also modify that content. If you modify the content, it must be for use 
that is consistent with the permitted use of the unmodified content.
3.2 Community Rights. You may also separately distribute Integration 
Code, sample code, and excerpts from documentation in the Software 
(“Excerpts”) if you comply with Section 3.3.
3.3 General Restrictions.
· Pass-Thru Terms. You will require distributors and external end users 
of Distributable Code and Excerpts to agree to terms that protect such 
items at least as much as this agreement.
· Legal Notices. You will not alter any copyright, trademark, patent, or 
other legal notice or disclaimer in the Distributable Code or Excerpts.
· Copy Quality. You will ensure that the copies of Distributable Code 
and Excerpts you distribute are equivalent in quality to the copies 
included in the Software. At our request, you will send us 
representative copies for our inspection. If we notify you that we are 
dissatisfied with the quality of your copies, you will promptly correct 
the deficiencies.
· Microsoft Platforms. You will not distribute the Distributable Code to 
run on a platform other than a Microsoft Platform.
· Malware. You will not include Distributable Code in malicious, 
deceptive, or unlawful programs.
· Excluded Licenses. You will not modify or distribute the source code 
of any Distributable Code so that any part of it becomes subject to an 
Excluded License. An “Excluded License” is one that requires, as a 
condition of use, modification or distribution, that (a) the code be 
disclosed or distributed in source code form; or (b) others have the 
right to modify it.
3.4 Eligible Product Restrictions.
· Product Information. You will insert your relevant product information 
into the Visual Studio Help About Box, including your name, Eligible 
Product name and version, and customer support information. In addition, 
if Eligible Products include any revised or additional help content for 
Visual Studio, you will clearly identify that revised or additional 
content as yours.
· Copyright Notices. You will display your valid copyright notice on 
Eligible Products (and Integration Code if distributed separately).
· Our Trademarks. You will not use Microsoft’s trademarks in Eligible 
Products’ names or in a way that suggests Eligible Products come from or 
are endorsed by Microsoft. You may, however, refer to Microsoft products 
or services in accordance with our trademark guidelines, currently 
located at <http://www.microsoft.com/trademarks>.
· Commercial Requirements. If you distribute your Eligible Products for 
a fee or other consideration, then:
o Eligible Products must comply with the Visual Studio Integration 
Program User Interface Guidelines referenced in the Software;
o Eligible Products must pass the test suite (manual test scripts) 
provided in the Software, and you must certify your test results with us 
to obtain a PLK (defined in Section 6.2); and
o You will test all your copies of Distributable Code, using the best 
commercially available virus tests, before you distribute them in 
conjunction with Eligible Products.
4. SUBLICENSE RIGHTS. You may permit (a) independent contractors to 
install and use copies of the Software to help you design, develop, or 
test Eligible Products or Integration Code, and (b) distributors to copy 
and distribute the Distributable Code as part of Eligible Products or 
Integration Code. However, your vendors and distributors must comply 
with all terms applicable to you, and you will be jointly and severally 
responsible for breach of any such terms by your vendors or distributors.
5. Scope of License. The Software is licensed, not sold. This agreement 
only gives you some rights to the Software. We reserve all other rights. 
Unless applicable law gives you more rights despite this limitation, you 
may use the Software only as expressly permitted in this agreement. In 
doing so, you must comply with any technical limitations in the Software 
that only allow you to use it in certain ways. You may not:
· reverse engineer, decompile or disassemble the Software, except and 
only to the extent that applicable law expressly permits, despite this 
limitation;
· publish the entire Software for others to copy;
· rent, lease or lend the Software; or
· transfer the software or this agreement to any third party.
The patent rights, if any, granted hereunder only apply to the Software, 
and do NOT extend to any component or file not included in the Software 
(such as modifications or derivative works of the Software, other 
software or technology needed to use the Software, or combinations of 
the Software with other software or hardware).
6. Other Software Terms.
6.1 Support. Because we provide the Software “as is,” we may not provide 
support services for it. You, however, will be responsible for support 
services for Eligible Products.
6.2 Package Load Keys. In order for an Eligible Product to work within 
Visual Studio, you must obtain a “package load key” (“PLK”) from us and 
include it with the Eligible Product. You are responsible for the use of 
any PLKs we provide you, and will not share them with third parties. We 
reserve the right to withhold or disable PLKs for noncompliance with 
this agreement.
6.3 Functionality of Visual Studio. If we learn or have a reason to 
suspect that an Eligible Product disables any features, or adversely 
affects any functionality, of Visual Studio, we may notify you in 
writing. You will take commercially reasonable efforts to investigate 
whether such a problem exists, and if it does, will correct it within 
the earlier of 90 days of our notice or the next release of the Eligible 
Product. Upon our request, you will provide us with a copy of the 
Eligible Product at no charge so that we may investigate the possible 
problem.
6.4 Updates for Commercial Products. When we release updates to Visual 
Studio, we want our end users to be able to enjoy the enhancements in 
our updates. Accordingly, if we commercially release a new version or 
successor of Visual Studio, and you continue to distribute Eligible 
Products for a fee or other consideration, then you will make new, 
updated versions of such Eligible Products available for licensing 
through your normal distribution channels within 90 days after the date 
of our release. Such new, updated Eligible Products will include a 
reasonable level of support for and integration with the new features 
and functionality in our release. In addition, if we release any other 
update for Visual Studio (such as maintenance releases, bug fixes, or 
service packs), you will distribute updates or service pack releases for 
Eligible Products no later than 90 days after the date of our release. 
Each of your updates and service pack releases will include a reasonable 
level of support for the new features, bug fixes, and other incremental 
changes in our release. Nothing will prevent you from distributing old 
versions of Eligible Products to those who do not want to use new 
releases of Eligible Products.
6.5 Limits on Extensions. You must not use or enable others to use the 
Software to develop extensions for Visual Studio that (a) allow 
development of other extensions to Visual Studio without the Software, 
or (b) circumvent the PLK mechanism.
7. Feedback. If you give us feedback about the Software, you give us, 
without charge, the right to use, share, and commercialize your feedback 
in any way and for any purpose. You also give to third parties, without 
charge, any patent rights needed for their products, technologies, and 
services to use or interface with any specific parts of a Microsoft 
software or service that includes the feedback. You will not give 
feedback that is subject to a license that requires us to license our 
software or documentation to third parties because we include your 
feedback in them. We may also use any technical information we gather or 
derive as part of support or other services provided to you in 
connection with this agreement, in order to improve Microsoft products 
or services or provide customized services or technologies to you. We 
may disclose this information to others, but not in a form that 
personally identifies you.
8. Audit Rights. During the Term and for 2 years thereafter, you will 
keep all usual and proper records relating to the Software and any 
Eligible Products, sufficient to determine your compliance with this 
agreement. You will permit an independent certified public accountant we 
select (not on a contingent fee basis) to conduct an audit of all of 
your records, information, personnel, and facilities for purposes of 
verifying your compliance. The accountant will give you at least 5 days’ 
advance notice of the audit, and will conduct it during your regular 
business hours. The accountant will provide us a summary of its 
findings. If an audit does not reveal a material lack of compliance with 
this agreement, we will not initiate another audit for at least one year 
after that audit.
9. YOUR Warranties. You represent and warrant that (a) you have the 
right to enter into and perform this agreement, (b) there is no pending 
or threatened dispute or controversy relating to Eligible Products, (c) 
Eligible Products comply and will comply with all applicable laws, and 
(d) Eligible Products do not and will not violate any third party 
intellectual property or other legal rights.
10. LEGAL EFFECT. This agreement describes certain legal rights. You may 
have other rights under the laws of your country. This agreement does 
not change your rights under the laws of your country if the laws of 
your country do not permit it to do so.
11. DISCLAIMER OF WARRANTY. The Software is licensed “as-is.” You bear 
the risk of using it. We give no express warranties, guarantees or 
conditions. You may have additional consumer rights under your local 
laws which this agreement cannot change. To the extent permitted under 
your local laws, we exclude the implied warranties of merchantability, 
fitness for a particular purpose, and non-infringement.
12. LIMITATION ON AND Exclusion of REMEDIES AND Damages. You can recover 
from us and our suppliers only direct damages up to U.S. $5.00. You 
cannot recover any other damages, including lost profits or 
consequential, special, indirect, or incidental damages. This limitation 
applies to (a) anything related to the software, services, content 
(including code) on third party Internet sites, or third party programs; 
and (b) claims for breach of contract, breach of warranty, guarantee or 
condition, strict liability, negligence, or other tort to the extent 
permitted by applicable law. It also applies even if we knew or should 
have known about the possibility of the damages. The above limitation or 
exclusion may not apply to you because your country may not allow the 
exclusion or limitation of incidental, consequential or other damages.
13 Indemnity.
13.1 Claims and Losses. You will defend us, our affiliates and 
successors, and the officers, directors, employees, and agents of each 
(“Microsoft Indemnitees”) against any and all threats, actions, suits, 
claims, demands, or other proceedings brought by others, arising out of 
or relating to (a) the marketing, distribution, or use of Integration 
Code, Eligible Products, or modifications or derivative works of the 
Software made by you or on your behalf if such claims, etc. would have 
been avoided by the exclusive use of the unmodified Software, or (b) any 
facts that, if true, would be a breach of your warranties or obligations 
in this agreement (“Claims”). You will also indemnify and hold Microsoft 
Indemnitees harmless from and against all damages, losses, liabilities, 
injuries, judgments, fines, penalties, interest, assessments, costs, and 
expenses of any kind attributable to Claims, including reasonable 
attorneys’ and experts’ fees (“Losses”).
13.2 Procedures. We will promptly notify you of any Claim. We will 
permit you, through counsel reasonably acceptable to us, to answer and 
assume the defense of any Claim, and will cooperate with you at your 
request and expense in all reasonable respects in your defense of any 
Claim. We may also employ separate counsel and participate in the 
defense at our own expense. You may not settle any Claim on behalf of a 
Microsoft Indemnitee, or publicize any settlement of a Claim, without 
first obtaining our written permission, which we will not unreasonably 
withhold.
14. TERM AND Termination.
14.1 Term. This agreement will become effective on the date you click 
the “I Accept” button below, and will end on the third-year anniversary 
of that date, unless terminated earlier (“Term”).
14.2 Termination. During the Term, either party may immediately 
terminate this agreement: (a) upon a material breach of this agreement 
by the other, including breach of Sections 9 or 15.5 or any infringement 
of the first party’s proprietary rights; (b) if the other does not cure 
any other breach of this agreement within 30 days after written notice; 
or (c) if the other is found bankrupt, admits its inability to pay or 
ceases to pay debts as they become due, or otherwise can reasonably be 
considered insolvent.
14.3 Effect. Neither party will be responsible for any costs or damages 
resulting from its termination of this agreement in accordance with this 
agreement. Expiration or other termination of this agreement will not 
affect any rights you have previously granted to others in accordance 
with this agreement. In addition, unless we terminate this agreement for 
your material breach, you may (a) for a period of 90 days after 
termination, continue to distribute copies of Eligible Products that are 
in your inventory or distribution channel as of the effective date of 
termination, and (b) continue to exercise any rights granted hereunder 
as necessary to provide external end users with technical support for 
copies of Eligible Products licensed to them in accordance with this 
agreement.
14.4 Return or Destroy. Upon expiration or other termination of this 
agreement (or, if your rights survive, as in Section 14.3, after such 
surviving rights expire), you must return or destroy all full or partial 
copies of the Software in your possession or under your control within 
30 days. At our request, you will certify such return or destruction in 
writing.
14.5 Survival. All definitions and Sections 7 through 15 will survive 
expiration or other termination.
15. General.
15.1 Notices. All notices, authorizations, and requests in connection 
with this agreement will be in writing. Notices will be deemed given on 
the day of receipt by messenger, delivery service, email, fax, or via 
the U.S. mail, postage prepaid, certified or registered, return receipt 
requested, and addressed as follows (or to such other address as may be 
designated by written notice under this Section):
If to us: Microsoft Corporation One Microsoft Way Redmond, WA 98052 
(U.S.A.) Attention: VSIP Program Manager Copy to: VSIP Program Attorney 
Fax: (425) 936-7329 Email: vsipinfo at microsoft.com 
<mailto:vsipinfo at microsoft.com> If to you: Name and address you provided 
when registering for this program.

15.2 Our Relationship. Even if we call you a “partner,” you are an 
independent contractor for purposes of this agreement. This agreement 
will not be construed as creating a partnership, joint venture, agency, 
or franchise relationship or any fiduciary duty. You do not have the 
power: to (a) make any promise or warranty on our behalf, (b) vary any 
terms, conditions, warranties, or covenants by us, or (c) grant any 
person any rights that we have not previously authorized in writing.
15.3 Waivers. No waiver of any breach of any term of this agreement will 
constitute a waiver of any other breach of the same or other terms. No 
waiver will be effective unless made in a writing signed by an 
authorized representative of the waiving party.
15.4 Severability. If a court finds any term of this agreement to be 
unenforceable, unlawful, or invalid, that term will be enforced to the 
maximum extent permissible so as to effect the intent of the parties, 
and the remainder of this agreement will continue in full force and effect.
15.5 Assignment. You may not assign this agreement, and any rights or 
obligations in this agreement, without our prior written consent. For 
purposes of this agreement, an “assignment” by you includes each of: (a) 
a change in your beneficial ownership of greater than 20% (whether in a 
single transaction or series of transactions) if you are a partnership, 
trust, limited liability company or other like entity; (b) your merger 
with another party, whether or not you are the surviving entity; (c) the 
acquisition of more than 20% of any class of your voting stock (or any 
class of non-voting security convertible into voting stock) by another 
party (whether in a single transaction or series of transactions); and 
(d) the sale or other transfer of more than 50% of your assets (whether 
in one or multiple transactions).
15.6 Governmental Approvals. You will, at your own expense, obtain and 
maintain in full force and effect all governmental approvals or filings, 
if any, and comply with all applicable laws and regulations, in 
connection with your performance under this agreement.
15.7 Export Restrictions. The software is subject to United States 
export laws and regulations. You must comply with all domestic and 
international export laws and regulations that apply to the software. 
These laws include restrictions on destinations, end users, and end use. 
For additional information, see www.microsoft.com/exporting 
<http://www.microsoft.com/exporting>.
15.8 Applicable Law. If you (or your headquarters) are located outside 
of the European Union, this agreement will be governed by the laws of 
the State of Washington and the United States. Otherwise, this agreement 
will be governed by the laws of Ireland. The 1980 United Nations 
Convention on Contracts for the International Sale of Goods will not 
apply to this agreement.
15.9 Dispute Resolution. If we bring an action to enforce this 
agreement, we will bring it in the jurisdiction where you have your 
headquarters. If the Microsoft entity entering into this agreement is 
located outside of the European Union, you will bring any action to 
enforce this agreement in the State of Washington, USA. Otherwise, you 
will bring any such action in Ireland. This Section does not prevent 
either party from seeking injunctive relief with respect to a violation 
of intellectual property rights or confidentiality obligations in any 
appropriate jurisdiction.
15.10 Entire Agreement. This agreement, and the terms for supplements, 
updates, Internet-based services and support services that you use, are 
the entire agreement for the Software and such items.