Service Specific Terms & Conditions – Managed UC (Microsoft Teams)

 

Version [January 2020]

  1. General

    1. The Service(s): Managed UC (Microsoft Teams) is a unified communication and collaboration platform that combines persistent workplace chat, video meetings, file storage (including collaboration on files), and application integration. The Service(s) integrates with Microsoft Office 365 subscription office productivity suite and features extensions that can integrate with non-Microsoft products. 
    2. You: The Business Customer signing up for the Service(s).
    3. The use of the Service(s) is subject to the General Terms & Conditions (the “GTC”), Service Specific Terms & Conditions (“SSTC”), Summary Terms & Conditions (“STC”), Maxis Fair Usage Policy and any other applicable terms and conditions, all at www.maxis.com.my/tnc/business.
    4. Capitalized terms herein have the same meaning as defined in the GTC.
    5. Any conflict or inconsistency between this SSTC, the GTC, and the STC shall be construed in the following order of precedence: (a) SSTC; (b) GTC; and (c) STC.
    6. You acknowledge and agree that by using the Internet in general, you may be subject to various risks, including amongst others:
      1. unauthorised invasion of your privacy during, or as a result of, you or another party’s use of the network; and
      2. unauthorised exposure of information and material you listed or sent, on or through the Service, to other users, the general public or any other specific entities for which the information and material was not intended by you.
  2. Definitions

    1. Unless the context otherwise requires, the highlighted words shall have the following meanings:-
      Business Fibre Internet” means the Maxis ONEBusiness Fibre.
      “Devices” means Mobile Device (iOS or Android) or Desktop PC (Windows or Mac OS).
      DIA” means the Dedicated Internet Access.
      “End User(s)” means your employee, agents or any person authorised to act on your behalf in relation to the Service(s).
      “Licensor” means the licensor of any intellectual property forming any part of the Microsoft Teams. 
      “Managed UC” means the unified communication as a service (“UCaaS”) comprising Microsoft Teams and Maxis fixed line number provided to you pursuant to this Agreement and any promotional, supplemental or additional services as may be stated in the Registration Form or Addendum. 
      “Microsoft Office 365” means Microsoft 365 Enterprise (E1, E3 and E5) and Microsoft 365 Education (A1, A3 and A5). 
      “Microsoft Teams Admin Portal” means the web portal which is accessible by you (or Maxis) to manage your call features and End User(s) for the Service(s).
      Site(s)” means the installation address specified in the Registration Form on, under or through which Our Equipment is to be placed and/or where the Service(s) will be provided and used.
      “Password” means the string of alphanumeric characters selected by you which, being unique to you and known only to you and Maxis, authenticates your user identification detail whenever you access the Service(s).

  3. Eligibility

    1. You are eligible to subscribe to the Service(s) if you are subscribed to Microsoft Office 365. Example, if you are subscribed tofive (5) Microsoft Office 365, you are eligible to subscribe up to five (5) Service(s). The Service(s) will use the corresponding Maxis fixed line number assigned to it.
    2. You must be subscribed to Maxis’ IP Network infrastructures, namely DIA, Business Fibre Internet and mobile Network to be able to subscribe to the Service(s).
    3. If you are using your own existing Microsoft Office 365, you must ensure that your Microsoft 365 subscription remains active and is not suspended or terminated throughout the entire term of the Service(s).
       
  4. Use of the Service(s)

    1. Subject to acceptance by Maxis, Maxis will provide the Service(s) to the Site(s) as requested by you.
    2. Maxis does not guarantee or warrant the availability of the Service(s) and continuous, uninterrupted or secured access to the internet.
    3. You shall be liable to Maxis for use of the Service(s) whether or not you have authorised the particular use of the Service(s) by a third party.
    4. You shall only allow authorised personnel to have access to the Service(s) and configure Our Equipment, including having constant supervision and management of the use of the Our Equipment. You are required to closely monitor and manage the usage of Our Equipment used to access the Service(s).
    5. You agree to grant Maxis access to the Microsoft Teams Admin Portal to enable Maxis to support the Service(s) and provide managed services, whenever requested.

  5. Provision of the Service(s)

    1. The functionality of the Service(s) shall commence on the date the Service(s) is successfully activated and provisioned, or in the event Maxis is unable to provide the functionality of the Service(s) on the date requested, Maxis will inform you in writing a specific alternative commencement date for the functionality of the Service(s).
    2. The Service(s) does not include the provision or maintenance of any Devices or software required by you to connect to the Service(s) and the Microsoft Teams Admin Portal.
       
  6. You are solely responsible to ensure all your Equipment or parts thereof are compatible and can properly function and to use only properly licensed third party software in connection with the use of the Service(s) at your expense. For the avoidance of doubt, we shall not be liable for any failure to provide the Service(s) due to faulty of your Equipment.

  7. You acknowledge that we may modify or replace any software or add, remove, suspend or stop any features or functionalities of the Service(s) at any time without notice to you.

  8. Charges

    1. The Charges for the Service(s) shall be at the rates as offered to you by Maxis.
    2. Upon submission and acceptance of the Registration Form by Maxis, Maxis may require you to make a deposit and pay all or some of the charges for the Service(s) in advance (as mentioned in the Registration Form overleaf). Any refundable deposit paid shall be maintained by Maxis at such sums as specified by Maxis for so long as you subscribe to the Service(s).
    3. Maxis reserves the right to include charges on your current bill for a previous billing period which was omitted.
    4. The monthly Charges for the Service(s) shall be paid in full (1 month) regardless of the date of activation or termination.
    5. If the Service(s) is used to access a service provided by another person (e.g. a service provider), or the provision of the Service(s) at the Site(s) requires payment of an access fee to the building management, you shall pay directly such access fees to the building management for that service.
       
  9. Equipment

    1. If during operation of the Service(s), Your Equipment causes fault, you shall pay Maxis all the restoration costs incurred to restore the Service(s).
    2. You shall not remove, relocate or cause the removal or relocation of Your Equipment and Our Equipment (including the removal or any mark, word or number on the Equipment) without Maxis’ prior written permission. If consent is given by Maxis, you may request Maxis to disconnect or reconnect Your Equipment from Our Equipment at a mutually agreed fee. The costs of removal or relocation of Our Equipment shall be borne by you.  

  10. Vacating the Site(s)

    1. If you intend to vacate or relocate from the existing Site(s) where any part of Our Equipment is installed, you shall inform Maxis by giving thirty (30) days prior written notice. Maxis may, at any time within that period, remove and retain Our Equipment for safekeeping without affecting your liability. Maxis may, subject to mutual agreement, either relocate Our Equipment to your other premises at your cost in order to continue to provide the Service(s) or discontinue the Service(s) in accordance with this Agreement.

  11. Numbering

    1. Maxis may allocate number block (eg: either in 10s or in multiples of 100) to the Service(s) according to the installation address provided by you and vary that number in accordance with national regulatory policy on numbering.
    2. You shall not transfer and/ or assign the telephone numbers and personal identification numbers provided to another user or any third party without Maxis' prior written consent.
    3. You have no claim of any legal interest or goodwill in any number or personal identification number issued by Maxis.

  12. IP Network connectivity for the Service(s)

    1. Service(s) with DIA
      The DIA services must be active throughout the subscription period of the Service(s). Suspension or barring or termination of the DIA will also cause the Service(s) to be suspended or barred or terminated at the same time.
    2. Service(s) with Business Fibre Internet
      The Business Fibre Internet services must be active throughout the subscription period of the Service(s). Suspension or barring or termination of the Business Fibre Internet will also cause the Service(s) to be suspended or barred or terminated at the same time.
       
  13. Minimum Period of Service and Termination

    1. You agree to be subject to a minimum period of service of thirty six (36) months from the activation date (“Minimum Period of Service”) of each subscription. Upon expiry of the Minimum Period of Service, the Service(s) shall be automatically renewed on a monthly basis on the same terms and conditions unless terminated by either party by giving a thirty (30) days advance written notice.
    2. Maxis may terminate this Agreement and/or the Service(s) for convenience by giving you thirty (30) days’ advance written notice.
    3. You may terminate the Service(s) or any part thereof by giving Maxis thirty (30) days’ advance written notice. If you terminate the Service(s) on or within thirty (30) days from the date of installation of the Service(s), you are to pay Maxis the installation cost for the Service(s), which will be recovered from you as a debt due to Maxis.
    4. If you change your rate plan or terminate the Service(s) before the expiry of the agreed duration of the Agreement or if Maxis terminates the Service(s) or Agreement or any part thereof due to breach by you, you shall in addition to paying the due payments in Clause 10.4 below, pay Maxis an early termination charge for every month or part thereof of the unexpired duration of the Agreement. You shall be furnished with a final statement of account which shall be due and payable by you to Maxis upon receipt. The early termination charges shall be calculated as follows:

      [Monthly service rental] or [The monthly charges for minimum commitment usage]

      X

      [The remainder of unexpired duration of the Agreement]

    5. Upon termination of the Service(s) or part thereof or this Agreement for any reason whatsoever, you shall be liable to Maxis for: -
      1. The monthly subscription fee for the whole month preceding the termination which will continue until you return Our Equipment or Our Equipment is collected by Maxis (as the case may be);
      2. Any early termination of the Service(s), you will have to return the ATA, the analogue phone or DECT and Our Equipment to Maxis; and
      3. Any call charges incurred by you until Maxis ceases providing the Service(s);

  14. Limitation of Maxis Liability

    Subject to clause 18.5 of the GTC, Maxis’ liability shall be limited to the lesser of: (a) the fees paid to Maxis by you over the twelve (12) months period prior to the date of the breach or (b) RM500.00.

Our Content

  1. The compilation (including but not limited to the collection, arrangement and assembly) of all our Content in the Service(s) is the exclusive property of Maxis or our Licensor, as the case may be and protected by copyright, trademarks and/or other Intellectual Property rights and other relevant laws of Malaysia, the applicable laws of the country of domicile of the Licensor and international copyright laws. You are only allowed to view and use our Content and Service(s) for commercial purposes during the term of this Agreement. Our Content in the Service(s) may not be reproduced, distributed, transmitted, published, displayed, broadcasted, stored, adapted, licensed, altered, hyperlinked or otherwise used in any manner or by any means except with our prior written consent.
  2. We reserve the right to modify, add or delete any of our Content appearing on or in connection with the Service, at any time without prior notice.
  3. You may not frame or utilise framing techniques to enclose any of our Content, trademark, logo, or other proprietary information (including images, text, page, layout, or form) of Maxis or our Licensor without our prior written consent. You may not use any meta tags or any other “hidden text” utilising names, logos or trademarks belonging to Maxis or our Licensor without our prior written consent.
  4. Unless expressly stated in this Agreement, no license or rights to our Content are granted to you and your access or use of the Service(s) should not be construed as granting, by implication, estoppel or otherwise, any license or right to use the trademarks, trade names, logos, or Microsoft Teams or Microsoft marks without Maxis’ and our provider’s prior written consent.
  5. You acknowledge and agree that by using the Service(s), you may be exposed to Content which is inaccurate, misleading, defamatory, offensive and unlawful. Any reliance on or use of any Content on or accessible from the Service(s) is at your own risk. We are not responsible nor do we endorse, support or guarantee the lawfulness, accuracy or reliability of any of our Content transmitted or displayed by or linked to the Service(s).

Your Content

  1. We do not control, actively monitor or review your Content and you shall be responsible for any of your Content and for the accuracy, integrity, legality, reliability, appropriateness, quality and ownership of your Content.
  2. Service allows you and/or your End Users to post, upload, send or otherwise make available Content on your Service. When you do that, you retain the ownership rights in your Content which are your sole responsibility. You are also responsible for any links to other third party websites or resources or services that you use. We do not claim ownership of your Content and you (or your End Users) retain all right, title, and interest in and to your Content, with the exception of the materials which you take from our resources, in particular from the collection of predesigned templates.
  3. You are entitled to use materials that we render available to you solely to use the Service(s) for its intended purpose. Please note that our resources (in particular the predesigned templates) may include materials which are subject to third party’s copyright. You acknowledge and agree that we have the right at any time and at our sole discretion to remove such materials from our resources, disable access to such materials or demand that you immediately stop using them, in particular on your the Service(s). If you do not satisfy our demand, we shall be entitled to delete such materials at our sole discretion, with no liability on our side. In the aforementioned situations you will not be entitled to any reimbursement of any amount paid by you to us.
  4. If you post, upload, send or otherwise make available Content which belong to a third party, you undertake to obtain the consent of such third party, in addition to and not in derogation of your obligations resulting from these terms and conditions.
  5. You acknowledge and accept that we may preserve your Content and disclose it if we are required to do so by law or if it is necessary to enforce these terms and conditions, a court order or a decision of a competent public authority, respond to claims that any of your Content or the activity of the Service(s) violates the law or the third party’s rights.
  6. While we are not required to pre-screen or control your activity related to the use of the Service(s), you consent to allowing us to access, review, screen and/or delete any of your Content, block or suspend access to the Service(s)or any part of it, with or without notice, at our sole discretion at any time if we receive any information or have reasonable suspicion that your or the End User(s)’ activity or your Content violate these terms and conditions or is otherwise objectionable. In the aforementioned situations we are not liable for the consequences of the measures taken.
  7. You should not post, upload or send Content that:
    1. violates or infringes a third party’s rights of publicity, privacy, copyright, trademark or other Intellectual Property right;
    2. misrepresents or misleads;
    3. bullies, harasses or intimidates;
    4. slanders, defames or libels; and/or
    5. spams other users.

License

  1. You shall only allow authorised personnel to have access to the Microsoft Teams Admin Portal to configure your End User(s) telephone number and call plan, including constant supervision and management of the use of the Service(s). You are required to closely monitor and manage the usage of the Service(s) used by your End User(s).
  2. Registered End User(s) will be able to login to use the Service(s) using the User ID and password that you have granted access to them, with supported Devices. The Service(s) does not support jail-broken/ rooted Mobile Device for both IOS and Android devices.
  3. The Service(s) only supports the current and previous one (1) version software on Devices (Android or iOS). The Microsoft Teams may automatically download, and upgrades, updates or other new features may automatically install. You may be able to adjust these automatic downloads via the settings in your Devices.
  4. If an End User(s) intends to switch to new Devices, the End User(s) is required to reinstall the Microsoft Teams in the new Devices and login as usual using its registered User ID and password.
  5. You shall not tamper or alter the Microsoft Teams without Maxis’ or Licensor’s prior written permission.

Log-on Details

  1. We will create an account and provide you with one (1) main Log-on Detail information required to connect to and access the Service(s) for making or receiving calls through the Maxis fixed line telephone number, including a sufficient number of Log-on Details, as determined by us to provide your End User(s) with access.
  2. Maxis reserves the right to request you to reset or alter your Password. You may change and/or create new Log-on Details at any time by submitting a request to us in writing which shall be subject to our approval and any additional charge. The right to your account, Log-on Detail and other identifiers used for the Service(s) does not transfer to you and can be disabled, reclaimed and reused once your account is terminated or deactivated for whatever reason by either you or us.
  3. You are encouraged to periodically change your Password especially when an End User is changed.
  4. You acknowledge that the provision and use of the Service(s) shall include, but not limited to:
    1. access to enabling the Service(s) you subscribe to make and receive calls through Maxis Fixed Voice Number and Public Telephone Network.
    2. Acting as a single point of contact for Maxis to contact or consult in connection with the Service(s) whenever the need arises.
  5. We reserve the right to invalidate or suspend your Log-on Details and Password at any time without being obliged to offer you any explanation or prior notice in the event of (i) non-payment, (ii) suspected and/or proven misuse of the Service, (iii) you are not complying with your responsibilities and obligations under this Agreement, or (iv) any infringement of a third party's Intellectual Property occurs or is alleged in connection with the Service. We shall not be liable for any loss or damage which you may suffer as a result of such invalidation and/or suspension.

Your responsibilities and obligations

  1. You shall also provide adequate power points and fuses (as approved by Tenaga Nasional Berhad).
  2. You shall not tamper, remove, relocate or cause the removal or relocation of Our Equipment without Maxis’ prior written permission.
  3. You shall only connect Your Equipment which is type approved by the appropriate authorities to Our Equipment.
  4. ou acknowledge and agree that you shall:-
    1. adhere to the terms and conditions herein and at https://support.office.com/en-us/article/microsoft-software-license-terms-5476247d-05e5-4ac7-b77c-1b8cd229e91a;
    2. use the Service(s) only and directly related to your trade, business or profession. You shall not use the Services(s) in any manner that could damage, disable, impair, disrupt, inhibit or otherwise interfere with other users from enjoying the Service(s) or that could damage, disable, overburden or impair the functioning of the Service(s), the networks or security systems used to provide the Service(s); 
    3. always use caution when giving out any personally identifiable information about yourself or your personnel via Service(s) and/or the Service(s);
    4. not carry out or permit to be carried out any copying, additions, improvements, adjustments, modifications, alterations, reverse engineering, replacements, reselling and/or distribution of the Service(s) without the prior written consent of Maxis;
    5. retain Service(s) at all times in the custody and control of yourself and not permit any third party to use Service(s). Use of the Service(s) by any third party shall be deemed to be use of Service(s) by you;
    6. be solely responsible for any data or Content transmitted or broadcasted (whether authorised by you or not) and the security of any data/information retrieved, stored or transmitted and managing the use of the storage capacity for your data/information to ensure it is within the capacity allocated to you. We are not liable for any unauthorised access to any data/information notwithstanding the cause of such unauthorised access and shall have no obligation to back up or manage the data/information;
    7. not suspend Service at any time. Service shall continue even if you suspend the Maxis connectivity service;
    8. access the Service mobile application and Service web application only through the interface provided by Maxis and not by any other automated means or interfaces;
    9. use the Service at your own risk, including information and data you upload, input or provide when using the Service;
    10. use all precautions to prevent, and report immediately to us upon the discovery of, any fraud, unauthorised usage, or any other unlawful acts and you agree to lodge a police report whenever instructed by us and to give us a certified copy of such report;
    11. not use or permit the use of the Service or install, connect, link or use or permit the installation, connection, linking or use of any equipment in contravention of any law or which generates or is likely to generate traffic or usage which causes or is likely to cause congestion in or disruption to the provision or operation of any service by us or any other service provider;
    12. use the Service(s) according to the specifications, guidelines and recommendations and shall immediately disconnect or cease to use the Service(s) at our request;
    13. impose necessary restrictions and obligations on the End User(s) to ensure they uphold these terms and conditions as if the End User(s) were a party to this Agreement;
    14. be adequately insured with a reputable insurer against all risks which a prudent person carrying on its business would insure against;
    15. be responsible for obtaining and maintaining all licences, permits, consents, authorisations and intellectual property or other rights required for the use of the Service(s) and other equipment and software in your name and at your expense; and
    16. ensure that all other equipment and software used in connection with the Service(s) or part thereof are compatible and can properly function.

Disclaimer and Liability

  1. YOU AGREE THAT THE SERVICE(S), IN WHOLE OR IN PART, IS PROVIDED BY THIRD PARTY SERVICE(S) PROVIDERS INCLUDING THE LICENSOR AND/OR ANY OTHER THIRD PARTY PROVIDING ANY HOSTING, DISTRIBUTION, MANAGEMENT, MAINTENANCE AND/OR OPERATION OF ANY SOFTWARE, SOFTWARE WHICH IS PROVIDED AS A SERVICE, DATA, DATABASE, INFRASTRUCTURE, AND/OR PLATFORM, WHICH IS PROVIDED AND/OR ACCESSED OVER THE INTERNET AND/OR ANY OTHER NETWORK.
  2. IN ADDITION TO AND NOT IN DEROGATION OF THE GTC, WE EXCLUDE ANY LIABILITY RELATED TO IT AND ARE NOT RESPONSIBLE FOR ANY LOSS, DAMAGE, LIABILITY OR EXPENSES ARISING FROM ANY CLAIMS WHATSOEVER INCLUDING BUT NOT LIMITED TO CYBER TERRORISM, INVASION OF PRIVACY, INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR BREACH OF ANY LAW OR REGULATION ARISING FROM THE USE OF THE VOICECONNECT APP, WHETHER BY YOU OR ANY OTHER THIRD PARTY. RISK PASSES TO YOU IMMEDIATELY UPON ACTIVATION OF THE SERVICE(S).
  3. WE DO NOT CONTROL OR ENDORSE THE CONTENT, MESSAGES OR INFORMATION FOUND IN THE SERVICE(S) AND, THEREFORE, WE SPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO THE SERVICE(S) AND ANY ACTIONS RESULTING FROM YOUR USE OF THE SERVICE(S).
  4. WE ARE NOT LIABLE FOR ANY UNAUTHORISED ACCESS OR USE OF THE SERVICE(S) (NOTWITHSTANDING THE CAUSE OF SUCH UNAUTHORISED ACCESS) AND FOR ANY LOSS OR DAMAGE DUE TO LOSS OF YOUR INFORMATION AND/OR DATA AND SHALL HAVE NO OBLIGATION TO BACK UP OR MANAGE THE DATA/INFORMATION.
  5. WE DO NOT RECOMMEND THE USE OF THE SERVICE(S) WHERE THE RISK OF NON-CONNECTION OR LOSS OF CONNECTION OF THE SERVICE(S) CARRIES A MATERIAL RISK. WE WILL NOT BE HELD RESPONSIBLE FOR ANY LOSS OR DAMAGE THAT YOU OR ANY THIRD PARTIES MIGHT SUSTAIN AS A RESULT OF THE USE OF THE SERVICE(S) BY YOU. ACCORDINGLY YOU MAY ONLY USE THE SERVICE(S) IF YOU ACCEPT ALL SUCH RISK AND INSURE ACCORDINGLY.
  6. THE SERVICE(S) IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. MAXIS SHALL NOT BE HELD LIABLE FOR AND MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTIES OF ANY KIND IN RELATION TO THE SERVICE(S). ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES, AND GUARANTEES WITH RESPECT TO THE SERVICE(S), WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS BY MAXIS OR ITS AGENTS, OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, SATISFACTION, FITNESS FOR PARTICULAR PURPOSE OR NON-INFRINGEMENT) ARE HEREBY OVERRIDDEN, EXCLUDED AND DISCLAIMED.
  7. MAXIS DOES NOT GUARANTEE THAT (A) THE SERVICE(S) WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT MAXIS WILL CORRECT ALL ERRORS IN THE SERVICE(S); (B) THE SERVICE(S) WILL OPERATE IN COMBINATION WITH YOUR CONTENT OR YOUR APPLICATIONS, OR WITH ANY OTHER SOFTWARE, HARDWARE, SYSTEMS, OR DATA; (C) THE SERVICE(S), INCLUDING ANY PRODUCTS, SERVICE, INFORMATION, OR OTHER MATERIAL YOU OBTAIN FROM MAXIS UNDER THIS AGREEMENT, WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; AND (D) ANY SERVICE(S) LEVELS, PERFORMANCE INDICATORS, OR ANY OTHER BENCHMARKS WILL BE MET BY THE SERVICE(S).
  8. YOU ACKNOWLEDGE THAT THE SERVICE(S) MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN COMMUNICATIONS FACILITIES AND NETWORKS, INCLUDING THE INTERNET. MAXIS IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
  9. YOU AGREE THAT MAXIS RESERVES THE RIGHT TO MAKE CHANGES OR UPDATES TO THE SERVICE(S) AT ANY TIME WITHOUT NOTICE.
  10. YOU ARE SOLELY RESPONSIBLE FOR ANY CONTENT, APPLICATION, SOFTWARE, OR NON-MAXIS MATERIALS THAT YOU LOAD INTO OR USE TOGETHER WITH THE SERVICE(S) OR CREATE, AND YOU AGREE, AT YOUR SOLE COST AND EXPENSE, TO DEFEND MAXIS AGAINST ANY CLAIM AND INDEMNIFY MAXIS FROM ANY DAMAGES, LIABILITIES, COSTS AND EXPENSES OR THE SETTLEMENT AGREED TO BY YOU, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY SUCH CONTENT, APPLICATION, SOFTWARE, OR NON-MAXIS MATERIALS.