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Office Store Application Provider Agreement

apps for Office and SharePoint

This agreement ("Agreement") contains the terms of the relationship between you ("you") as the Application provider and Microsoft Corporation or its Affiliate serving the country or territory where your Application will be distributed ("Microsoft," "us," "our" or "we"). This Agreement applies to your use of the Office Store and the Seller Dashboard.

Last modified: February 05, 2013

Applies to: apps for Office | apps for SharePoint

This agreement ("Agreement") contains the terms of the relationship between you ("you") as the Application provider and Microsoft Corporation or its Affiliate serving the country or territory where your Application will be distributed ("Microsoft," "us," "our" or "we"). This Agreement applies to your use of the Office Store and the Seller Dashboard. If your Application will be distributed into more than one country or territory through the Office Store, you will be deemed to have entered into this Agreement separately with each applicable Microsoft Affiliate in respect of the countries and territories served by that entity. A list of Microsoft Affiliates and the countries and territories they serve is attached as Exhibit A.

  1. Definitions

    1. "Account Fee" means the fee you pay us to create and access your Office Store Account.

    2. "Affiliate" means any legal entity that owns, is owned by, or is commonly owned with a party. "Own" means more than 50% ownership or the right to direct the management of the entity.

    3. "App" means an application or content, including any meta-data, that you submit for distribution through the Office Store. "App" includes all updates to the App that you may create (and all obligations and processes under this Agreement applicable to Apps will also apply to updates).

    4. "App Proceeds" means, for any given period of calculation:

      1. Net Receipts during such period; less

      2. the Office Store Fees that must be paid for Apps distributed through the Office Store during such period.

    5. "Associated Account" means an additional member account for the Seller Dashboard dependent on your Office Store Account.

    6. "Customer" means any end customer of the Office Store who downloads, or is entitled to use, an App.

    7. "Distributors" means us and those of our Affiliates, vendors and agents providing services in connection with the Office Store.

    8. "Documentation" means the then-current Seller Dashboard and then-current Validation Requirements. It also includes any other Office Store materials we make available to you.

    9. "FOSS" means any software licensed under an Open Source Initiative Approved License, a list of which is currently available at http://opensource.org/licenses/alphabetical.

    10. "Marks" means the trademarks, logos, icons, titles, product descriptions, metadata, and screenshots you provide to us for use with the distribution of your App through the Office Store as well as your entity name.

    11. "Office Store" means Microsoft’s Office Store platform for Microsoft Office (currently Office.com, but no matter the name it is made available under or the URL it is made available through), through which Customers in the Territory can acquire Apps.

    12. "Office Store Account" means a service account for the Seller Dashboard. An Office Store Account includes a user name and password.

    13. "Office Store Fee" means a fee you must pay us each time an App is distributed to a Customer in the Territory through the Office Store. Unless otherwise expressly provided in this Agreement, the Office Store Fee will be equal to twenty percent (20%) of the Net Receipts attributable to such App. We may deduct Office Store Fees from the payments Customers make for your Apps.

    14. "Microsoft Service" means the Office Store and the Seller Dashboard.

    15. "Net Receipts" means, for any given period of calculation, the total amounts collected from Customers in the Territory in connection with the distribution of your Apps through the Office Store during such period less all of the following:

      1. any sales, use, goods and services, value added or similar taxes or VAT/GST taxes collected from Customers in Remittance Countries during such period in;

      2. any amounts (including chargebacks) refunded to Customers in the Territory relating to your Apps during such period in accordance with the Refund Policy; and

      3. any sales, use, goods and services, value-added or similar taxes applicable to your payment of any Account Fee, Validation Fee or the Office Store Fees during such period.

    16. "Refund Policy" means our then-current return or refund policy for Apps distributed through the Office Store. As of the Effective Date, our Refund Policy is limited to refunds that relate to the failure of your Apps to install, failure of your App to perform as represented or documented, your breach of your obligations under Section 13(c), or refunds issued in connection with the removal or disablement of your Apps for cause under Section 3(f).

    17. "Seller Dashboard" means a website that we may designate through which you will submit for Validation, and we will communicate with you about, your Apps.

    18. "Territory" means the countries and territories where Customers may purchase your Apps through the Office Store.

    19. "Validation" means our process for determining if an App meets the Validation Requirements. An App is "Validated" when we (i) confirm that the App has successfully completed Validation and (ii) digitally sign your App for distribution through the Office Store.

    20. "Validation Fees" means fees you may need to pay for Validation.

    21. "Validation Requirements" means our then-current technical, functional, and other requirements for Apps submitted for distribution through the Office Store.

    22. "Windows Live ID", or its successor name, means the unique user name and password that identifies a Windows Live customer.

    23. "USD" means United States Dollar.

  2. Office Store and Account

    1. Office Store. As of the Effective Date, the Office Store is being made available to Customers using the "beta" or pre-release version of Office 2013. Because the Office Store is available to Customers using a pre-release version of Office 2013, and Microsoft may change the pre-release version of Office for the final, commercial version, the Office Store may not operate correctly or work the way a final version of the Office Store would work with the final version of Office 2013. We also may not release a commercial version of Office 2013. If you decide to make use of any of the rights under this Agreement, you assume all responsibility for and risk of any and all damages that may result from or in connection with the use or compatibility of the Office Store with pre-release versions of Office 2013, including, without limitation, the unavailability or interruption of operations or the loss of any data or other content.

    2. Account. You must open an Office Store Account through the Seller Dashboard and pay an Account Fee, in accordance with the Microsoft payment policies set forth in the Documentation, to submit Apps to the Office Store. Only you can use your Office Store Account. You are responsible for all activity through your Office Store Account or any Associated Accounts. You will not share or let anyone use your user name and password. You must keep your account in good standing (e.g., by paying the Account Fee (if any) on time, complying with this Agreement, keeping your account information current and accurate, and by avoiding repeated submission of Apps that violate this Agreement). We may verify any information you submit, and provide that information to third party verification services. If you do not keep your account in good standing, we may revoke your Office Store Account, remove your Apps from Office Store, delete your App ratings and reviews, retain your associated Account Fee (if any), and pursue other available remedies.

  3. Submission, Evaluation, Validation, and Distribution of Apps.

    1. Submission. You must submit to us each App that you want to distribute through the Office Store. You are solely responsible for the Apps you submit. You are responsible for supporting your App according to the requirements in the Documentation, including responding in a commercially reasonable basis to any issues that may arise with your App. You must provide an email or link for support for your App in the App description. We may retain or destroy all copies of the App you submit, so you must keep your own backup copies of your App.

    2. Validation. We (or our third-party Validation agents) will verify whether your App complies with this Agreement (including the Validation Requirements and other Documentation) and any other policies that Microsoft may make available to you from time to time. We will make commercially reasonable efforts to complete the evaluation within a reasonable time after you submit your App if you have (i) paid all Validation Fees and (ii) accepted any additional terms of service from our chosen Validation vendors. The Validation process is intended to confirm the functions of your Apps and the interoperability of your Apps with specific hardware and software. We will not review any App content for your rights to any intellectual property in the App. You will verify (and by submitting each App you are warranting) that you have all the rights needed to distribute the Apps through the Office Store. We reserve the right to re-Validate your App at any time.

    3. Distribution. We are not required to distribute any App you submit (whether it has passed the Validation process or not). We will, however, only distribute Validated Apps. If we choose to distribute your Validated App, we will do so according to the terms of this Agreement and the Documentation.

    4. App Placement. Unless otherwise expressly provided in this Agreement, Microsoft will, in its sole discretion, make all decisions regarding the placement and promotion of Apps in, and content of, the Office Store.

    5. Content. Subject to this Section 3(e), you will solely select and control the content made available through your App(s). You must, however, comply with our content guidelines and the Documentation. Third parties or governments may claim that content made available through the App(s) must be changed or removed. If we receive notice of such a claim, we may refer it to you for resolution. If you receive notice of such a claim, you will promptly and professionally respond. You must also resolve the claim so as to keep in compliance with this Agreement and the law. While we are not required to review the content of your App(s), we may notify you that certain content is objectionable or must be removed. If you receive such a notice, you must remove the content as soon as reasonably practicable and take all steps necessary to comply with this Agreement and the law. If you discover that your App or any of its content is objectionable or illegal, you must work with Microsoft immediately to repair the App or remove or replace the applicable content. You must use commercially reasonable efforts to obtain for yourself and us any liability limitations or "safe harbor" clauses under applicable law. You are subject to our DMCA policies. Our DMCA policies are currently located at http://www.microsoft.com/info/cpyrtInfrg.htm.

    6. Removal by Microsoft. We may remove and/or suspend the distribution of your App through the Office Store, and disable previously downloaded copies of an App, for any reason or no reason. We may deduct from any App Proceeds any costs incurred and/or the amount of any credits or refunds issued in connection with the removal of App(s) from the Office Store or Customer devices in accordance with this Section 3(f). Unless your App is removed or disabled for breach of this Agreement, to comply with judicial or government order or settlement, or in response to an infringement allegation, we will pay amounts owed to you under this Agreement, if any, in connection with the distribution of your App before it was removed or disabled.

    7. Your Right to Remove Apps from the Office Store. You may request that we remove your App from the Office Store. If you request that we remove an App from the Office Store, we will, within a reasonable period of time, remove the App and stop distribution of the App, except as allowed under Section 13. To the extent that we have made the Seller Dashboard commercially available, you may request such removal through the Seller Dashboard; otherwise, such removal will be initiated by email notice to Microsoft as further provided in this Agreement.

    8. Updates to Apps. You will submit updates (if any) to Apps for validation and distribution through the Seller Dashboard. Those updates are subject to all of the requirements of this Agreement. In addition, updates must not decrease functionality in, or remove functionality from, an App in a way that would be unexpected to a reasonable Customer.

    9. Modification or Discontinuance. The Office Store is the property of Microsoft. Microsoft may modify or discontinue the Office Store, in whole or in part, at any time, for any reason or no reason, worldwide or in specific geographies selected by Microsoft.

  4. Appointment of Microsoft; License Grants to Microsoft; End User License Agreements.

    1. Appointment of Microsoft. The Office Store is a forum for you to offer your Apps. Our role is to (subject to all terms and limitations in this Agreement):

      1. provide the platform and services to let you distribute your Apps in the Territory,

      2. process (or have processed) the related purchases, returns, and chargebacks for you, and

      3. receive the App Proceeds for you and deliver them to you as provided in this Agreement.

      You appoint us to act as your agent or commissionaire, as applicable, for these purposes.

    2. License Grants to Microsoft. You grant us a non-exclusive, royalty-free, worldwide right and license to:

      1. install, access, use, format, and sign your Apps to perform Validation,

      2. host, reproduce, market, promote, and distribute your Apps to Customers through the Office Store,

      3. publicly perform and display, duplicate, and demonstrate your App, pieces of your App, or associated Marks and materials, at trade shows, industry events, and otherwise,

      4. use your business name and Marks in connection with the distribution and promotion of the Apps and in any marketing campaigns, presentations, and press releases for the App, Microsoft Office, or the Office Store that Microsoft may elect to engage in or provide, and

      5. sublicense these rights to our Affiliates, Distributors, and agents.

    3. End User License Agreement. You, not us, will license the right to install and use the App to Customers. You may provide a license agreement to the Customer with your App. That license agreement or other terms that govern a Customer’s use of your App (including any privacy statement) must be delivered to Microsoft for publication via the product description materials you provide to Microsoft. If you do not provide a license agreement, or your license agreement does not comply with the requirements in the next sentence, then the Standard License Terms, attached as Exhibit B, will apply between you and your Customers. If you provide your own license agreement, your license must:

      1. let the Customer download and run the App on up to five (5) devices associated with that Customer’s Windows Live ID, without any additional fees,

      2. include "disclaimer of warranty" and "limitation on and exclusion of remedies and damages" sections that are at least as protective of Distributors as the terms in Exhibit B,

      3. disclaim any support services from us, and

      4. not conflict, in any way, with the Standard License Terms.

      Your license agreement must comply with all applicable laws and regulations.

    4. Product Ratings. The Office Store may allow users to comment on and rate Apps. Microsoft may, but is not obligated to, use those ratings and other data to determine the placement or marketing of Apps in the Office Store. Your Apps may be subject to user ratings with which you may not agree. You may not attempt to manipulate ratings for your App or any other App. You may contact Microsoft if you have any questions or concerns regarding these ratings (although you waive any claim against Microsoft related to any such ratings and you understand that Microsoft has no obligation to change, remove, or allow you to post comments regarding ratings with which you may disagree).

  5. App Requirements.

    Each App you submit for distribution through the Office Store must comply with the following (the "App Requirements"):

    1. Your App must comply with all requirements in the Documentation, including any user experience guidelines we make available. The Documentation supplements this Agreement. We may revise the Documentation from time to time in our sole discretion. If we revise the Documentation, we will provide you with a reasonable time-frame to bring your App(s) into compliance with the revisions (which will not be less than 120 days, except for revisions, if any, that are necessary to maintain the security, stability, or performance of the Office Store). Moreover, to the extent that any language in the Documentation conflicts with Sections 2(a), 2(b), 5(a), 9, 10, 11, 12, 13, and 14 of this Agreement ("Legal Boilerplate"), the Legal Boilerplate will control. We may remove Apps that do not comply with the Documentation.

    2. Your App must comply with applicable law in each jurisdiction into which you request distribution of the App. This includes: (i) laws and regulations relating to collection and use of user information by your App; (ii) telecommunications laws; and (iii) content ratings regulations. Your App must be lawfully eligible for wide distribution without further government licensing. We will not distribute any Apps which require an export, import, or other technical control license from any government. You must disclose to us any controlled technology used or supported by your App.

    3. You will ensure that your App does not infringe or misappropriate any proprietary or personal right of any third party. You must secure and maintain all rights and pay all fees and other amounts associated with your App, including any consideration associated with providing music or video related content in and through your App. You are also responsible for all related reporting obligations.

    4. Your App must not contain any viruses, hidden content, or other malicious Apps or other unauthorized, hidden, or harmful programs.

    5. If your App includes FOSS, it must not cause any non-FOSS Microsoft software to become subject to the terms of any FOSS license.

    6. If your App enables access to and use of Internet-based or mobile services or collects and/or transmits user information to you or a third party, you are responsible for informing Customers of your privacy policy. Your privacy policy must (i) comply with applicable laws and regulations, (ii) inform users of the information collected by your App and how that information is used, stored, and disclosed, and (iii) describe the controls that users have over the use and sharing of their information. Distributors’ privacy policies will not apply to a Customer’s use of your App.

    7. If your App is used to facilitate or collect charitable contributions or to conduct a promotional sweepstakes or contest, you must do so in compliance with applicable law. You must also state clearly that Microsoft is not the fundraiser or sponsor of the promotion. You may not use the Microsoft commerce engine to facilitate charitable contributions or sweepstakes.

  6. App Pricing.

    When you submit an App to us, you will designate the price to be charged to Customers. Your price must be consistent with the App price points that we specify in the Documentation for the Territory. We will charge your price (plus any taxes) when we distribute your App through the Office Store.

  7. Processing of Transactions with Customers.

    We will process Customer purchases for you. A Customer has paid in full for your App license when we receive the purchase price for the App. If the Customer pays us the purchase price, our failure to remit amounts owing to you will not affect a Customer’s license rights. You agree to comply with our data security, privacy, and other requirements. You acknowledge that you may need to enter into one or more agreements with our designated payment processor(s) and/or financial institution(s) so that we can distribute your Apps through the Office Store. We will inform you of these requirements if they apply and will help you complete these agreements. If you do not comply with this Section, we may remove your Apps from the Office Store.

  8. Payment of Office Store Fees; App Proceeds.

    1. Office Store Fees. Except as otherwise expressly provided in this Agreement, you will pay us a Office Store Fee for each App distributed through the Office Store. After receiving payments from the distribution of Apps through the Office Store, we may deduct and retain for our own account the Office Store Fees, if any, that you owe to us for those Apps. You will pay any applicable Office Store Fees not deducted from App proceeds to us within five (5) business days after you receive our written request.

    2. App Proceeds. We will remit to you the App Proceeds, if any, from the distribution of your Apps through the Office Store, all according to Section 8(c). Except as otherwise expressly provided in this Agreement, you have no right to any additional amounts or other compensation in connection with this Agreement.

    3. Calculation of App Proceeds. App Proceeds will be calculated each month. Within a reasonable time after the end of each calendar month during which we distribute your App(s), we will either provide you with, or let you generate, reports for that month of information such as the following:

      • Number of Apps that we distributed on your behalf through the Office Store, minus the number of chargebacks and returns;

      • Net Receipts for that month;

      • The Office Store Fees, if any, for that month and any applicable taxes; and

      • App Proceeds, if any, owed to you.

      Subject to Section 8(f), we will remit App Proceeds to you if total App Proceeds owed to you for a month exceed USD$200 (or its equivalent in local currency). If total App Proceeds for the month are less than USD$200 (or its equivalent in local currency), we may carry forward the App Proceeds to future months until the total amount owed is more than USD$200 (or its equivalent in local currency).

    4. Remittance of App Proceeds. We will remit App Proceeds to you according to our then-current payment policies. We are not responsible for delay, loss, or misapplication of funds due to incorrect or incomplete information that you provide to us or for failure of a bank to credit your account. You must provide us with all financial, tax, and banking information we need to make payments under this Agreement. We will notify you of any changes to the required information through the Documentation or otherwise in accordance with the terms of this Agreement. If you do not provide any requested information within sixty (60) days after you submit your first App, or if you do not keep that information current and accurate, we may remove your App from distribution. This also means that you may forfeit amounts owed to you under this Agreement.

      We will generally remit App Proceeds to you in the same currency that Customers use to acquire your App. But, we may choose to remit App Proceeds to you in USD or in another currency we choose based on the conversion rates we use at that time. You understand that the amount you actually receive depends in part on your financial institution’s rates and fees.

    5. Responsibility for Returns; Offset. Once any App Proceeds have been paid to you under this Agreement, you will not be liable to repay or disgorge those App Proceeds to Microsoft. If, however, Microsoft elects to refund any fees or costs to Customers in accordance with the Refund Policy, then Microsoft may (but is not obligated to) offset any such refunded amounts against future App Proceeds (or any other amounts) payable to you.

    6. After any termination of this Agreement, we may retain App Proceeds owed to you for up to one hundred twenty (120) days. If there are returns or chargebacks for your Apps after termination, due either to the failure of your App to install, or the failure of your App to comply with its specifications or documentation, we may deduct the related fees and costs from the amounts retained.

  9. Taxes.

    1. Responsibility for Taxes Pertaining to Customer Purchases. If you choose to have Microsoft make your App available for distribution to Customers in the United States, Canada, Taiwan, or any of the countries listed in the attached Exhibit C ("Remittance Countries"), Microsoft (or one of its Affiliates, vendors, or agents) will collect and remit sales, use, goods and services, value added, or similar taxes, if any, applicable to the distribution of your App in such country(s) through the Office Store. You will provide any information reasonably requested by Microsoft in connection with the collection and remittance of taxes in the Remittance Countries. Specifically, you will comply with the requirements listed on Exhibit D depending upon, among other things, (i) your country of residence and (ii) the countries designated by you in which you wish Microsoft to allow access to the Apps.

      You are responsible for determining whether you have an obligation to register, collect, and remit any taxes in any country other than the Remittance Countries (each, a "Seller Tax Remittance Country") in which you elect to have Microsoft make your App available for distribution to Customer, and you must specify at the time you designate the sales price of your App whether you are obligated to collect and remit taxes in those countries and the amount of any applicable taxes. These taxes will be added to the purchase price that you specify for your Apps. Microsoft will collect (or cause to be collected) but will not remit to the applicable taxing authority any sales, use, goods and services, value added, or other similar taxes collected from Customers in connection with the distribution of your Apps in Seller Tax Remittance Countries. Microsoft will remit (or cause to be remitted) those taxes to you as part of the App Proceeds for Apps distributed in the Seller Tax Remittance Countries and you are responsible for payment and reporting of such taxes to the appropriate taxing authorities as well as for issuing invoices to your Customers to the extent required under the laws of your jurisdiction or the applicable jurisdictions in which the App is being distributed. You will defend, indemnify, and hold Microsoft, its Affiliates, vendors, and agents harmless against any claims by any tax authority in a Seller Tax Remittance Country based on any nonpayment or underpayment or any failure to properly report for any sales, use, goods and services, value added, or other similar tax, including any associated penalties, additions to tax, and interest, or any failure to invoice your Customer in accordance with any applicable law.

      In the event that any price payable by any Customer for any of the Apps is subject to (i) any withholding or similar tax; or (ii) any sales, use, goods and services, value added, or other tax or levy not collected by Microsoft; or (iii) any other tax or other government levy of whatever nature, the full amount of that tax or levy will be solely for your account, and will not reduce the Office Store Fee to which Microsoft is entitled.

    2. Responsibility for Taxes Relating to Fees. If Microsoft is required to collect any sales, use, goods or services, value-added or similar taxes in connection with your payment of Office Store Fees, Microsoft may deduct and retain the amount of such taxes from amounts otherwise due to you and remit them to the applicable taxing authority.

    3. Responsibility for All Other Taxes. You are solely responsible for determining your federal, state, local, foreign, and any other tax obligations in any taxing jurisdiction in connection with the transactions contemplated by this Agreement and for paying and reporting those taxes, including taxes unique to your residence and any taxes related to App Proceeds you may receive under this Agreement. In the event that any remittance made by Microsoft to you is subject to any withholding or similar tax, the full amount of that withholding or similar tax will be solely for your account, and will not reduce the Microsoft Office Store Fee, if any, to which Microsoft is entitled on that transaction. If Microsoft reasonably believes that such tax is due, Microsoft will deduct the full amount of such withholding or similar tax from the gross amount owed to you, and will pay the full amount withheld over to the competent tax authorities. Microsoft will apply a reduced rate of withholding tax, if any, provided for in any applicable income tax treaty only if you furnish Microsoft with such documentation required under that income tax treaty or otherwise satisfactory to Microsoft, sufficient to establish your entitlement to the benefit of that reduced rate of withholding tax. Microsoft will use commercially practical efforts to report to you the amount of Microsoft’s payment of withholding or similar taxes to the competent tax authorities on your behalf.

  10. Warranties.

    You represent and warrant to us and each Distributor, as applicable, that:

    1. You have the authority to enter into this Agreement and to perform your obligations under this Agreement;

    2. Your App will at all times comply with all requirements of this Agreement, including the requirements in Section 5 as well as the Validation Requirements;

    3. You are at an age of full legal capacity in the location where you reside when you submit your App(s) to us;

    4. Listing and distribution of your App in the Office Store does not violate any agreements to which you are bound;

    5. You have obtained all consents, approvals, and licenses required to submit and distribute your App(s) under this Agreement and for your App(s) to access any Internet-based services, if any, to which the App(s) enables access;

    6. Your App complies with our policies, does not infringe or misappropriate any proprietary or personal rights of any third party, does not libel or defame any third party, and does not violate the laws of any jurisdiction where your App is distributed;

    7. Our exercise of the rights granted in Section 4(a) and 4(b) will not require us to pay any third party any fees, royalties, or other amounts; and

    8. The information you provide to us under this Agreement is accurate and complete.

  11. Confidentiality; Access to Transaction Data.

    1. Confidential Information.

      Each party agrees that, at all times during the term of this Agreement, and for five (5) years afterward, it will hold the Confidential Information of the other party in confidence and will not use or disclose it to any third party. A party may disclose the Confidential Information of the other in response to lawful requests from law enforcement authorities. A party may also disclose the Confidential Information to Distributors or other vendors, contractors, or agents acting on behalf of the receiving party under this Agreement. The Distributors or other vendors, contractors, or agents must be subject to confidentiality obligations that are at least as protective as those contained in this Section 11. The term "Confidential Information" means all non-public information that a party designates as being confidential, or that, under the circumstances of disclosure, ought to be treated as confidential. Confidential Information includes information relating to:

      1. business policies or practices of a party,

      2. customers or suppliers of a party, or

      3. information received from others that the disclosing party must treat as confidential, but does not include information that the receiving party knew before disclosure by the disclosing party without a breach of this Agreement or of any other confidentiality obligation owed to the disclosing party, or information that becomes publicly available through no fault of the receiving party.

      You will consult with us if you have any questions as to what is our Confidential Information. Confidential information includes the terms of this Agreement. You will not issue any press releases or other public announcements pertaining to our relationship under this Agreement without our prior written approval (which will not be unreasonably withheld or delayed).

    2. Transaction Data.

      Notwithstanding the appointment of us as your agent or commissionaire (solely for the purposes stated in Section 4(a)), you will not be given access to any transaction data relating to purchases of your Apps through the Office Store. We will not give you any personally-identifiable or other information Customers submit through the Office Store. You waive, release, and disclaim any claim or right you may have to request access to that data and information. Our sole reporting obligation to you regarding purchases through the Office Store is to provide you the reporting (or reporting functionality) described in Section 8(c).

  12. Disclaimer, Limitation of Liability, and Defense of Claims.

    1. DISCLAIMER OF WARRANTY. WE PROVIDE THE MICROSOFT SERVICE "AS-IS," "WITH ALL FAULTS," AND "AS AVAILABLE." YOU BEAR THE RISK OF USING THE MICROSOFT SERVICE TO DISTRIBUTE YOUR APP(S). TO THE EXTENT PERMITTED BY LOCAL LAW, WE, ON BEHALF OF OURSELF AND EACH DISTRIBUTOR, EXCLUDE ANY IMPLIED WARRANTIES OR CONDITIONS, INCLUDING THOSE OF PRODUCT LIABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, AND NON-INFRINGEMENT, RELATING TO THE MICROSOFT SERVICE. DISTRIBUTORS EXPRESSLY DISCLAIM ANY WARRANTIES THAT ACCESS TO OR USE OF THE MICROSOFT SERVICE WILL BE UNINTERRUPTED OR ERROR FREE.

    2. LIMITATION OF LIABILITY. UNDER THIS AGREEMENT, YOU CAN RECOVER FROM US AND OUR AFFILIATES AND DISTRIBUTORS ONLY DIRECT DAMAGES UP TO AN AMOUNT EQUAL TO YOUR ACCOUNT FEE (OR US$10 IF YOU HAVE NOT PAID AN ACCOUNT FEE). YOU AGREE NOT TO SEEK (AND WAIVE ANY RIGHT TO RECOVER) ANY OTHER DAMAGES, INCLUDING CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES FROM ANY DISTRIBUTOR. THESE LIMITS AND EXCLUSIONS APPLY EVEN IF DISTRIBUTOR KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF THE DAMAGES. THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU BECAUSE YOUR STATE OR COUNTRY MAY NOT ALLOW THE EXCLUSION OF CERTAIN DAMAGES.

    3. Duty to defend. You will defend, indemnify, and hold harmless each Distributor from and against all claims brought by an unaffiliated third party, and all related costs, losses, damages, and expenses (including reasonable attorneys’ fees):

      1. alleging that your App infringes or misappropriates any proprietary or personal right;

      2. that, if true as alleged, reflect your App’s failure to comply with any of the App Requirements;

      3. relating to the use of or inability to use the App, actual or alleged, including any product liability claims; or

      4. that, if true as alleged, reflect your breach of this Agreement.

      Your obligations under this subsection are subject to all of the following conditions: Distributor will (A) notify you promptly in writing of the claim; but, a Distributor’s failure to notify you will not relieve you of any liability that you may have, except to the extent that the failure materially prejudices your legal rights; and (B) at your reasonable request, provide you, at your cost, with reasonable assistance in defending the claim. Any settlement of a claim covered by this section cannot obligate a Distributor in any manner without that Distributor’s prior written consent. You will not stipulate, admit, or acknowledge any fault or liability on any Distributor’s part without that Distributor’s express, prior written consent. Microsoft may participate in the defense of such claims at its own expense and with counsel of its own choosing.

    4. Distributors who are not party to this Agreement are beneficiaries of this Agreement solely for the purpose of enforcing the terms of this Section 12.

  13. Term and Termination.

    1. This Agreement will remain in effect until terminated.

      1. Termination for convenience. Either party may terminate this Agreement at any time and for any reason (or no reason) by giving at least sixty (60) days written notice.

      2. Termination for breach. Either party may terminate this Agreement immediately if the other party materially breaches this Agreement and does not cure the breach within thirty (30) days after receiving written notice of the breach.

    2. If this Agreement terminates or you request that we remove your App from the Office Store under Section 3(g), we may (but are not obligated to) (i) keep a copy of the App(s) and, (ii) continue to distribute the App(s) to Customers who need to re-download the App(s) for any reason (which would be made available to those Customers under the terms of their existing App license with you).

    3. If this Agreement terminates or expires, or if you request voluntary removal of an App from the Office Store, you will, for the Wind Down Period and without additional charge to any Customer, continue to make your content and any online services accessed by your App available to and accessible by Customers who have purchased licenses to such Apps and content prior to such termination, expiration, or removal. "Wind Down Period" means, for each of your Apps, the period beginning on the effective date of such termination or expiration or on the date that the App was removed from the Office Store and running for the greater of (i) 90 days or (ii) the extent of your express contractual commitments to such Customers to make such Apps and content commercially available.

  14. Miscellaneous

    1. You will identify someone to be the primary contact under this Agreement via the Seller Dashboard. This primary contact will receive all notices unless you change the primary contact on notice to Microsoft.

    2. All notices you provide to us under this Agreement must be sent to the following email alias (unless the Seller Dashboard provides a different mechanism for notifying Microsoft that is expressly described as replacing or supplementing this method): officemarketnotice@microsoft.com.

    3. We may disclose your contact information as needed for us to administer this Agreement through its Distributors and other parties that help us administer this Agreement.

    4. We may assign this Agreement (or any rights or duties under it) at any time. You cannot assign this Agreement (or any of your rights or obligations under it) without our prior written consent.

    5. We may sublicense our rights under this Agreement to third parties to help us in performing our duties under this Agreement. We will be responsible for the performance of those third parties.

    6. The parties intend for this Agreement to be written and interpreted solely in English. Any notices provided under this Agreement will be in English. In the event of any conflict between the English version of this Agreement or any notices and a translation, the English version will prevail.

    7. Exhibit A describes the law that will govern this Agreement and the venue where claims relating to this Agreement must be brought.

    8. You must bring any claim related to this Agreement or to the Microsoft Service within one year after the event giving rise to the claim occurred. If it is not filed within that time, then your claim is permanently barred. This applies to you and your successors.

    9. Sections of this Agreement that, by their terms, require performance after the termination or expiration of this Agreement will survive. Without limiting the foregoing, the provisions of this Agreement relating to indemnification, disclaimers, limitations on liability, defense of claims, responsibility for taxes, and offset will survive any expiration or termination of this Agreement.

    10. This Agreement is nonexclusive. This Agreement does not restrict us from entering into other, similar agreements with other parties, or from acquiring or developing technology that is similar to your App(s) or from distributing such similar technology instead of or in addition to your App(s). You may enter into other, similar agreements with other App distributors.

    11. Each party may retain third party contractors or consultants to assist such party in the performance of its obligations under this Agreement. The party retaining such third parties will be responsible for their performance or nonperformance and compliance with this Agreement.

    12. We may update this Agreement at any time with written notice to you (including by posting such notice on the Seller Dashboard). You agree to be bound by the then-current terms and conditions by submitting an App and/or any related materials under this Agreement after Microsoft has provided such a notice. If you do not agree with such an update, you have no right to (and must not) submit an App or any related materials after Microsoft has provided such a notice, and you must immediately notify us that you are terminating the Agreement. Except as otherwise provided in this Section 14(l) and in Section 5(a) regarding changes to the Documentation, this Agreement cannot be modified except by a writing that is signed manually (i.e., with a pen or digital signature) by authorized representatives of both parties.

    13. Notwithstanding anything in this document to the contrary, or in any related online text that refers to your acceptance of the terms in this document, if you have previously entered into a negotiated and manually-executed agreement with Microsoft pertaining to your use of the Marketplace and Developer Website and your submission of Apps ("Negotiated Agreement") and the Negotiated Agreement is still in effect at the time that you take any action that purports to manifest your acceptance to the terms in this document, Microsoft acknowledges that: (i) you have not accepted the terms of this document, (ii) this Agreement is not formed between you and Microsoft, and (iii) the terms in this document are not a novation of (and will not vary, supplement, or otherwise amend the terms of) the Negotiated Agreement.

    14. Except as specifically provided in this Agreement, each party will bear its own costs and expenses in connection with the performance of its obligations under this Agreement. Costs and expenses include, but are not limited to, the cost of internal resources or personnel that are used by a party to perform its obligations.

      This Agreement (including the Documentation) is the parties entire agreement on this subject and merges and supersedes all related oral understandings, representations, prior discussions, letters of intent, or preliminary agreements (although this Agreement neither merges nor supersedes, and is not merged into or superseded by, the TAP Agreement and any other agreements pertaining to development of the App) between the parties.

If your App is distributed in North or South America, you are contracting with Microsoft Corporation, One Microsoft Way, Redmond, WA 98052, USA, and Washington State law governs this Agreement, regardless of conflict of laws principles. You and Microsoft irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in King County, Washington, USA, for all disputes relating to this Agreement.

If your App is distributed in Europe, the Middle East or Africa, you are contracting with Microsoft Luxembourg S.à.r.l., 20 Rue Eugene Ruppert, Immeuble Laccolith, 1st Floor, L-2543 Luxembourg and the laws of Luxembourg govern this Agreement, regardless of conflict of laws principles. You and Microsoft irrevocably agree to the exclusive jurisdiction and venue of the Luxembourg courts for all disputes a relating to this Agreement.

If your App is distributed in Japan, you are contracting with Microsoft Co. Ltd (MSKK), Odakyu Southern Tower, 2-2-1 Yoyogi, Shibuya-ku, Tokyo 151-8583 and the laws of Japan govern this Agreement. You and Microsoft irrevocably agree to the exclusive original jurisdiction and venue of the Tokyo District Court for all disputes relating to this Agreement.

If your App is distributed in Australia, Hong Kong, Indonesia, Malaysia, New Zealand, Philippines, Singapore, Thailand, or Vietnam, you are contracting with Microsoft Operations, Pte Ltd, 1 Marina Boulevard, #22-01, Singapore 01898, and the laws of Singapore govern this Agreement. Any dispute relating to this Agreement will be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Center (SIAC), which rules are deemed to be incorporated by reference into this clause. The Tribunal will consist of one arbitrator to be appointed by the Chairman of SIAC. The language of arbitration will be English. The decision of the arbitrator will be final, binding, and incontestable, and it may be used as a basis for judgment in any country or region.

STANDARD APP LICENSE TERMS

OFFICE STORE

These license terms are an agreement between App Provider and you. Please read them. They apply to the software App you download from the Office Store ("App"), unless the App comes with separate terms ("Third Party License"). If so the terms of the Third Party License will apply. This agreement also applies to any updates and supplements for the App, unless other terms accompany those items. If so, those terms apply.

BY DOWNLOADING, INSTALLING, OR USING THE APP, OR ATTEMPTING TO DO ANY OF THESE, YOU HAVE ACCEPTED THESE TERMS. IF YOU DO NOT INTEND TO ACCEPT THEM, YOU HAVE NO RIGHT TO (AND MUST NOT) DOWNLOAD OR USE THE APP.

Except for the above, if the App enables access to any Internet-based services, your use of those services will be subject to the separately-provided terms of use.

In this agreement "App Provider" means the entity licensing the App to you, as identified in the Office Store. If the App is licensed to you by Microsoft, then the App Provider is Microsoft (or based on where you live, one of its affiliates).

If you comply with these license terms, you have the rights below.

  1. INSTALLATION AND USE RIGHTS.

    Installation and Use. You may install and use one copy of the App on up to five (5) devices you personally own or control and that are affiliated with the Windows Live ID associated with your Office Store account. You may not install or use a copy of the App on a device you do not own or control.

  2. INTERNET-BASED SERVICES.

    App Provider may provide Internet-based services with the App. In addition to the following, your use of those services is subject to the terms provided to you by the App Provider and/or your wireless carrier.

    • Consent for Internet-Based or Wireless Services.

      The App may connect to computer systems over an Internet-based and/or wireless network. In some cases, you will not receive a separate notice when they connect. Using the App operates as your consent to the transmission of standard device information (including but not limited to technical information about your device, system and App software, and peripherals) for Internet-based and/or wireless services.

    • Misuse of Internet-based Services.

      You may not use any Internet-based service in any way that could harm it or impair anyone else’s use of it or the wireless network. You also may not use any Internet-based service to try to gain unauthorized access to any service, data, account, or network by any means.

  3. SCOPE OF LICENSE.

    The App is licensed, not sold. This agreement only gives you some rights to use the App. App Provider reserves all other rights. Unless the law gives you more rights despite this limitation, you may use the App only as expressly permitted in this agreement. In doing so, you must comply with any technical limitations in the App that only allow you to use it in certain ways. You may not:

    • work around any technical limitations in the App;

    • reverse engineer, decompile, or disassemble the App, except and only to the extent that the law expressly permits, despite this limitation;

    • make more copies of the App than specified in this agreement or allowed by the law, despite this limitation;

    • publish or otherwise make the App available for others to copy; or rent, lease or lend the App.

  4. DOCUMENTATION.

    If documentation is provided with the App, you may copy and use the documentation solely for your reference purposes.

  5. TECHNOLOGY AND EXPORT RESTRICTIONS.

    The App may be subject to United States or international technology control or export laws and regulations. You must comply with all domestic and international laws and regulations that apply to the technology used, employed or supported by the App. These laws include restrictions on destinations, end users and end use. For information on how these laws and regulations apply to Microsoft-branded products, see www.microsoft.com/exporting.

  6. SUPPORT SERVICES.

    The App is provided "as is." Contact the App Provider to determine if any support services are available. Microsoft, your device manufacturer, and your wireless carrier are not obligated under this agreement to provide support services for the App. Contact the App provider to determine what (if any) support services are available.

  7. ENTIRE AGREEMENT.

    This agreement, and the terms for supplements and updates are the entire agreement for the App. If Microsoft is the App Provider, this section cannot be construed to change the terms of your relationship with Microsoft regarding Microsoft Office, the Office Store, or any other Microsoft product or service (which is governed by the software license terms that accompanied, or terms of use that are associated with, the applicable product or service).

  8. APPLICABLE LAW.

    1. United States. If you acquired the App in the United States, Washington state law governs this agreement, regardless of conflict of laws principles. The laws of the state where you live govern all other claims, including claims under state consumer protection laws, unfair competition laws, and in tort.

    2. Outside the United States. If you acquired the App in any other country, the laws of that country apply.

  9. LEGAL EFFECT.

    This agreement describes certain legal rights. You may have other rights under the laws of the state or country where you reside. This agreement does not change your rights under the laws of the state or country where you reside if such laws do not permit it to do so.

  10. DISCLAIMER OF WARRANTY. THE APP IS LICENSED "AS-IS," "WITH ALL FAULTS," AND "AS AVAILABLE." YOU BEAR ALL RISK OF USING IT. THE APP PROVIDER, ON BEHALF OF ITSELF, MICROSOFT, WIRELESS CARRIERS OVER WHOSE NETWORK THE APP IS DISTRIBUTED, AND ITS AND THEIR RESPECTIVE AFFILIATES, VENDORS, AGENTS, AND SUPPLIERS ("DISTRIBUTORS"), GIVES NO EXPRESS WARRANTIES, GUARANTEES, OR CONDITIONS UNDER OR IN RELATION TO THE APP. YOU MAY HAVE ADDITIONAL CONSUMER RIGHTS UNDER YOUR LOCAL LAWS WHICH THIS AGREEMENT CANNOT CHANGE. TO THE EXTENT PERMITTED UNDER YOUR LOCAL LAWS, DISTRIBUTORS EXCLUDE ANY IMPLIED WARRANTIES OR CONDITIONS, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

  11. LIMITATION ON AND EXCLUSION OF REMEDIES AND DAMAGES. TO THE EXTENT NOT PROHIBITED BY LAW, YOU CAN RECOVER FROM THE APP PROVIDER ONLY DIRECT DAMAGES UP TO THE AMOUNT YOU PAID FOR THE APP. YOU AGREE NOT TO SEEK TO RECOVER ANY OTHER DAMAGES, INCLUDING CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES FROM ANY DISTRIBUTOR.

This limitation applies to

  • anything related to the App, services made available through the App, or content (including code) on third party Internet sites; and

  • claims for breach of contract; breach of warranty, guarantee or condition; or strict liability, negligence, or other tort to the extent permitted by applicable law.

It also applies even if

  • repair, replacement, or a refund for the App does not fully compensate you for any losses; or

  • Distributor knew or should have known about the possibility of the damages.

Austria

Belgium

Canada

Denmark

Finland

France

Germany

Greece

Ireland

Italy

Luxembourg

Netherlands

Norway

Poland

Portugal

Spain

Sweden

Switzerland

Taiwan

United Kingdom

United States

  1. Delivery of Apps to Customers in Canada

    Where you designate Microsoft to allow access to the Apps to Customers in Canada:

    1. General

      You will indemnify and hold Microsoft harmless against any and all claims by the Canada Revenue Agency (the "CRA"), Ministere du Revenu du Quebec ("MRQ"), and the tax authorities of any province that has a provincial retail sales tax ("PST") for any failure to pay, collect, or remit any amount(s) of goods and services tax/harmonized sales tax ("GST/HST") imposed under the Excise Tax Act (Canada) ("ETA"), Quebec Sales Tax ("QST"), or PST and any penalties and/or interest thereon in connection with any supplies made by Microsoft Canada to Customers in Canada on your behalf and any supplies made by Microsoft to you.

    2. GST/HST

      1. If you are a resident of Canada or are a non-resident of Canada that is required to register for GST/HST purposes pursuant to the ETA, it is a condition that you are registered for GST/HST or have submitted an App to register for GST/HST to the CRA with an effective GST/HST registration date of no later than the Effective Date. You will provide Microsoft with satisfactory evidence of your GST/HST registration (e.g., a copy of your CRA confirmation letter or print-out from the GST/HST Registry on the CRA web site) at Microsoft’s request. You represent and warrant that you will notify Microsoft if you cease to be registered for GST/HST.

      2. If you are registered for GST/HST purposes, you, (A) agree to enter into the election pursuant to subsection 177(1.1) of the ETA to have Microsoft collect, account for, and remit GST/HST on sales of Apps made to Customers in Canada on your behalf and have completed (including entering its valid GST/HST registration number), signed, and returned to Microsoft Form GST506; and (A) acknowledge that the Office Store Fee payable by you to Microsoft includes GST at a rate of 5% (or the GST rate as applicable from time to time).

      3. If you are not registered for GST/HST purposes, you (A) certify that you are not registered for GST/HST purposes; (B) certify that you are not resident in Canada and do not carry on business in Canada for purposes of the ETA; (C) acknowledge that Microsoft will charge, collect, and remit GST/HST on sales of Apps to Customers in Canada made on your behalf; (D) acknowledge that the Office Store Fee payable by you to Microsoft is zero-rated for GST/HST purposes (i.e., GST/HST rate is 0%); and (E) agree to indemnify Microsoft for any GST/HST, interest and penalty assessed against Microsoft if it is determined that you should have been registered for GST/HST purposes such that the commission fees charged by Microsoft were subject to GST.

    3. Quebec Sales Tax

      Terms defined in an Act respecting the Quebec Sales Tax (the "QSTA")

      1. If you are a resident of Quebec, it is a condition that you are registered for QST or have submitted an App to register for QST to the MRQ. You will provide Microsoft with satisfactory evidence of your QST registration (e.g., a copy of your MRQ confirmation letter or print-out from the QST Registry on the MRQ web site) at Microsoft request. You represent and warrant that you will notify Microsoft if you cease to be registered for QST.

      2. If you are a resident of Quebec, you, (A) certify that you are registered for QST; (B) agree to enter into the election pursuant to section 41.0.1 of the QSTA to have Microsoft collect, account for, and remit QST on sales of Apps to Customers in Quebec made on your behalf and have completed (including entering its valid QST registration number), signed, and returned to Microsoft Form FP2506-V; and (C) acknowledge that Microsoft will not charge, collect, or remit QST on sales of Apps made on your behalf to Customers users located outside Quebec on the assumption that the Customers are not resident in Quebec and not registered for QST purposes such that the sales are zero-rated for QST purposes.

      3. If you are not resident in Quebec, you (A) certify that you are not resident in Quebec; (B) certify that you do not have a permanent establishment in Quebec; and (C) acknowledge that Microsoft will charge, collect, and remit QST on sales of Apps to Customers in Quebec made on your behalf.

  2. Delivery of Apps to Customers in the United States

    Where you designate Microsoft to allow access to the Apps to Customers in the United States:

    1. If you are not a resident of the United States for U.S. federal income tax purposes, you will complete Internal Revenue Service Form W-8BEN and/or any other required tax forms and provide Microsoft with a copy of such completed form(s), and any other information necessary for compliance with applicable tax laws and regulations.

    2. If Microsoft, in its reasonable belief, determines that any state or local sales, use or similar transaction tax may be due from Microsoft or you in connection with the sale or delivery of any of the Apps, Microsoft will collect and remit those taxes to the competent tax authorities. To the extent that the incidence of any such tax, or responsibility for collecting that tax, falls upon you, you authorize Microsoft to act on your behalf in collecting and remitting that tax, but to the extent that Microsoft has not collected any such tax, or has not received reimbursement for that tax, from Customers, you will remain primarily liable for the tax, and you will reimburse Microsoft for any tax payments that Microsoft is required to make, but is not otherwise able to recover.

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