I am reading a license agreement and there is a strange combination of words for me as I am not a native English speaker. The direct quote is here:

If you are a direct competitor, and you access or use the software for purposes of competitive benchmarking, analysis, or intelligence gathering, you waive as against Microsoft, its subsidiaries, and its affiliated companies (including prospectively) any competitive use, access, and benchmarking test restrictions in the terms governing your software to the extent your terms of use are, or purport to be, more restrictive than Microsoft’s terms.

I have googled, what "waive" means and found:

to refrain from claiming or insisting on; give up; forgo: to waive one's right; to waive one's rank; to waive honors. Law. to relinquish (a known right, interest, etc.) intentionally. to put aside for the time; defer; postpone; dispense with: to waive formalities.

I can suppose that the whole sentence means that: "if you use the software for competitive benchmarking - you give up to Microsoft any competitive use", but I am not sure. Especially when the prase is "waive as against". Clearly, it's some legal stamp, but it would be nice if someone could explain it more clearly.

  • You really read license agreements? click next mate, you will be fine :) Jul 11, 2018 at 8:46
  • @Kian Maghsoodi not really, I was asked to. Jul 11, 2018 at 10:34

1 Answer 1


Here is the quote simplified:

If you are a competitor and use the software for purposes of competing, you waive, as against Microsoft, any competitive restrictions in the terms governing your software to the extent your terms of use are more restrictive than Microsoft’s.

The above is saying that if you're a competitor, you waive any competitive restrictions in the terms governing your software that are stricter than Microsoft's terms should they disadvantage Microsoft.

In legal jargon, you see the phrasing "waive as against" to mean that whatever is being waived cannot be to the disadvantage of the party(s) named after "waived as against."

  • 1
    +1 Specifically, you waive any claim based on those restrictions against Microsoft, not against any third party. Jul 11, 2018 at 8:23
  • So, if you're a competitor and use the software for competing, you should refuse from any claims and should make your terms more restrictive than the ones from Microsoft. Did I understand correctly? Jul 11, 2018 at 8:34
  • 1
    No, you didn't understand correctly. It is not advising you that you "should refuse from any claims," whatever that bit of broken English is supposed to mean, or that you "should make your terms more restrictive." It is not giving out advice. It is not telling you what you should or shouldn't do. It is telling you what you are obliged to do if you are a competitor and use the software for the purposes of competing, what you are agreeing to do by the very act of using the software as a competitor for purposes of competing.
    – Billy
    Jul 11, 2018 at 9:03

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