Windows Dev Center

App Developer Agreement

APP DEVELOPER AGREEMENT

WINDOWS STORE

Version: 7.0

Effective date: April 29, 2015

Thank you for your interest in building apps for Windows. This agreement describes the relationship between you and Microsoft Corporation and governs your use of the Windows Store and the Developer Center.

By agreeing to these terms, you represent and warrant to us that you have the authority to accept this Agreement, and you also agree to be bound by its terms. Throughout this Agreement, we refer to you as a developer, but we understand that in some cases, you may be a publisher submitting apps that you did not develop.

Terms and Conditions

1) DEFINITIONS. In this Agreement, the following definitions apply:

a. "Account Fee" means the fee you pay to Microsoft to establish and access your Store Account.
b. "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.
c. "Application" or "App" means an application that can be submitted to Dev Center.
d. "App Assets" means, for each App, the name, trademarks, logos, icons, product descriptions, App titles, In-App Product names, trade dress, images, screenshots and other metadata you provide to Microsoft for use in connection with the submission and distribution of your App or In-App Product in connection with the Store.
e. "App Proceeds" means Net Receipts minus the Store Fee.
f. "Business Store Portal" means a program offered by Microsoft to Organizations to acquire and initiate distribution of Apps and In-App Products for use by authorized employees, agents and members of each Organization.
g. "Certification" means Microsoft's process for testing the compliance of Apps with the applicable Certification Requirements. An App is "Certified" when (i) Microsoft (or Microsoft's designated certification provider) confirms that the App has completed Certification and (ii) the App is packaged and signed with a Microsoft-issued certificate for the Store.
h. "Certification Requirements" means the technical, functional, content, and other policy requirements provided by Microsoft (at http://go.microsoft.com/fwlink/p/?LinkID=512933, or another location(s) specified by Microsoft) for Apps and In-App Products offered through the Store.
i. "Commerce Expansion Adjustment" means an additional percentage of Net Receipts for an App or In-App Product which is included in the Store Fee retained by Microsoft for certain types of transactions in certain countries or regions, as specified at http://go.microsoft.com/fwlink/p/?linkid=248127, which terms may be updated from time to time. As of April 29, 2015, the Commerce Expansion Adjustment is thirteen and nine-tenths percent (13.9%) of Net Receipts for each App or In-App Product.
j. "Covered Parties" means, collectively, Microsoft, authorized resale partners pursuant to Exhibit C, and network operators that provide billing services for the Store.
k. "Customer" means any end user customer of the Store who acquires an App or In-App Product, regardless of whether such Customer pays a fee to obtain the App or In-App Product.
l. "Developer Center" or "Dev Center" means a website, currently available at http://dev.windows.com, through which developers access information and receive communications from Microsoft relating to the Store and can submit Apps for Certification and make Apps and In-App Products available in the Store.
m. "Documentation" means the Developer Center and the Certification Requirements, and such other Store materials and information Microsoft makes available to developers from time to time.
n. "FOSS" or "Free and Open Source Software" means any software licensed under an Open Source Initiative Approved License, a list of which is currently available at http://opensource.org/licenses/alphabetical.
o. "In-App Product" means a supplementary digital item for an App that is offered for purchase in the Store, whether on a fixed or recurring basis; after an In-App Product is purchased by a Customer, it is delivered to the App by the developer.
p. "Microsoft Account" means the unique user name and password that identifies a customer of Microsoft services.
q. "Microsoft Mark" means the Store logo, icon, and download badges described at http://go.microsoft.com/fwlink/p/?linkid=254841.
r. "Net Receipts" means the total amounts received by Microsoft or its Affiliates from Customers in connection with the download of an App or purchase of an In-App Product through the Store, (i) minus any sales, use, or VAT/GST taxes collected from Customers for remittance by Microsoft or a billing service provider as provided in Section 6.h of this Agreement; (ii) minus any amounts refunded or paid to Customers or charged back by Microsoft or its billing service provider or other authorized partner; and (iii) minus any amounts you owe to Microsoft under this Agreement.
s. "Organization" means a third party company, educational institution, governmental agency, or other organization.
t. "Personal Information" means all information or data that identifies or could (alone or with other information or data) be used to identify, contact, or locate a person to whom such information pertains, or that is associated with such information or data. Examples of personal information may include: name and address, phone number, biometric identifiers, location, contacts, photos, audio and video recordings, documents, SMS, email, or other text communication, screen shots, and in some cases, combined browsing history.
u. "Promotional Code" means a Microsoft-generated code that is redeemable by customers for Apps and/or In-App Products in the Store.
v. "Standard Application License Terms" or "SALT" means the Customer license agreement made available by Microsoft (at http://go.microsoft.com/fwlink/p/?LinkID=393652, or another location specified by Microsoft).
w. "Store" or "Windows Store" means a Microsoft owned or operated platform, however named, through which Apps may be offered to or acquired by Customers.
x. "Store Account" means a service account for the Developer Center, which includes a user name and password.
y. "Store Fee" means the percentage of Net Receipts for an App or In-App Product which is retained by Microsoft as a fee for making the App or In-App Product available in the Store.
z. "Windows Device" means an electronic device that is capable of running Apps.
aa. "Xbox Live Services" means those online gaming features that Microsoft makes available via its Xbox Live SDK for Windows.
bb. "USD" means United States Dollars.

2) STORE ACCOUNT. To submit Apps to the Store, you must open a Store Account through the Developer Center. Microsoft may verify information you submit when you set up your Store Account. You may be required to pay an Account Fee to submit your App for Certification. Microsoft may use the contact information you provide with your Store Account to send you newsletters and information regarding events, contests, promotions, and the like. You agree that Microsoft may publicly display in the Store the email address that you provide in Developer Center for customer support purposes. Your Store Account is only for use by you and the individuals you authorize as your delegates in the Developer Center. You are responsible for all activity that takes place with your Store Account. You may not share your user name and password or otherwise authorize any third party (other than your authorized delegate(s)) to access or use the Store and/or Developer Center on your behalf. If you fail to keep your Store Account in good standing (for example, by failing to pay fees, if any, associated with the Store Account, by giving Microsoft incorrect or outdated information, by engaging in dishonest or fraudulent activity, by failing to maintain an active state in the Store catalog, or by repeatedly submitting Apps that violate this Agreement, abusing the Store service, or interfering with any other party's use of the Store service) Microsoft may revoke your Store Account, remove your Apps from the Store, delete App ratings and reviews, retain associated Account Fees (if any), and pursue any other remedies available to Microsoft.

3) SUBMISSION, EVALUATION, CERTIFICATION, AND DISTRIBUTION OF APPS.

a. Submission. You must submit to Microsoft each App and the metadata for each In-App Product that you wish to make available through the Store, including any updates to each App. You are solely responsible and liable for the App and In-App Products you submit. You are responsible for supporting your App and for delivering and supporting your In-App Products. Microsoft will retain (or destroy) all copies of the App and other materials you submit. Microsoft will not return them, so you must maintain your own backup copies.

b. Updates to Apps. You may submit updates to Apps for Certification and distribution through the Store. Those updates are subject to all of the requirements of this Agreement. You understand that end users may elect to receive updates automatically. You may not add any new functionality to your App via an update which requires written consent from the Customer without first providing notice to the Customer and obtaining any consents as may be required by law in the markets where you choose to distribute your App.

c. Evaluation and Testing.

i. Testing. You may use the Windows App Certification Kit to test your App on Windows 8, Windows 10, or successor operating system.
ii. Side-loading. If Microsoft offers a "device unlock" service, however named, you may use such service to unlock a reasonable number of Windows Devices, in accordance with any specifications and technical limitations of the service, solely for the purpose of using such unlocked Windows Devices to test and evaluate your Apps and/or In-App Products. For purposes of this section, "unlock" means to enable the Windows Device to load and run Apps and/or In-App Products that are being developed for the Store.

d. Initial Certification. Microsoft will test each App (including any updates) you submit for compliance with this Agreement (which includes the applicable Certification Requirements) and other policies made available to you (if any). Microsoft will not make any App available in the Store unless and until the App is Certified.

e. Content. You are solely responsible for selecting all content made available through your App and In-App Product(s), including your App Assets, and for ensuring that such content complies with the terms of this Agreement and all applicable laws and regulations. Microsoft's Certification of an App does not constitute any representation or acknowledgement by Microsoft that the App complies with such requirements, nor does it constitute any acceptance by Microsoft of any responsibility or liability in connection with such requirements.

f. Responding to Claims. If Microsoft receives a claim from a third party requesting that your App be changed or removed, Microsoft may remove the App and/or refer that claim to you. You must respond to the notice as soon as reasonably practicable, and comply with any other requirements in Microsoft's Notice and Takedown policies at http://go.microsoft.com/fwlink/p/?LinkID=224390. If you discover that your App violates the terms of this Agreement, you must immediately notify Microsoft and work with Microsoft to repair the App.

g. Making a Claim. If you believe another App violates your rights, you may submit a claim to Microsoft in accordance with Microsoft's Notice and Takedown policies.

h. App Availability. Microsoft has no obligation to make any App or In-App Product available that you submit or to maintain the availability of the App or In-App Product, even if that App has been Certified.

i. App Placement and Promotion. Microsoft reserves the right, in its sole discretion, to make (or to designate Affiliates or third parties to make) all decisions regarding placement or promotion of Apps in the Store.

j. Enterprise Apps. If you provide any Enterprise App(s) (as defined in Exhibit B) to your Personnel (as defined in Exhibit B), you are subject to and agree to the terms set forth in Exhibit B to this Agreement.

k. Promotional Codes. You grant Microsoft, its agents, Affiliates, licensees and retail partners the right to use your App Assets in connection with the manufacture, distribution, promotion, sales, and marketing of Promotional Codes. You may not sell Promotional Codes or distribute in any manner except as expressly provided in the following requirements:

  • Promotional Codes provide free downloads of your App and In-App Product, and can be used by Customers to acquire content published to the Windows Store.
  • You are provided a limited number of Promotional Codes for each App as a way to promote and deliver your App or game-related content (App or In-App Product), for Customer retention programs and customer service.
  • You forfeit revenue for your App or In-App Product if you give out Promotional Codes.
  • You shall not resell the Promotional Codes or get any payment for them.
  • You shall distribute Promotional Codes only to Customers of the appropriate age, corresponding to the Promotional Codes you generate.
  • Hidden content time limit: Premium content enabled through these Promotional Codes must be made available to Customers on the App within 60 days of release of the content.

l. Removal Policies. Microsoft may remove or suspend the availability of any App or In-App Product from the Store for any reason. Reasons may include, without limitation, (i) your breach of the terms of this Agreement or the Documentation; (ii) your express termination of this Agreement or of the license grants associated with an App or In-App Product; (iii) an assertion or claim that your App or In-App Product infringes the intellectual property rights of a third party; (iv) an assertion by a mobile network operator that your App or In-App Product causes harm to the operator's network; (v) an assertion by a mobile network operator that your App is already provided under an agreement between you and a mobile operator or (vi) complaint(s) about the content or quality of your App or In-App Product. Microsoft also may disable previously downloaded copies of an App if Microsoft believes that the App could cause harm to end users or their devices, third parties (including any Covered Parties) or any network, or to comply with any judicial process, government order or lawsuit settlement. Unless your App or In-App Product that accrued is removed or disabled for breach of this Agreement or in response to an infringement allegation (in which case Section 11.b will apply), Microsoft will pay to you the amounts owed, if any, in connection with the distribution of your App or In-App Product that accrued before removal or disablement. Microsoft's termination and suspension rights are without prejudice to its other rights and remedies.

m. Modification or Discontinuance. The Store is the property of Microsoft. Microsoft may, in its sole discretion, change or discontinue the Store at any time.

4) APPOINTMENT AS AGENT OR COMMISSIONAIRE; LICENSES.

a. Appointment of Microsoft. Microsoft's role is to provide the technology and services to enable the Store, and to process the related purchases, returns and chargebacks for you. Except as otherwise provided in Exhibit C to this Agreement, you appoint Microsoft to act as your agent or commissionaire, as applicable, for these purposes and you acknowledge that you, not Microsoft, are the distributor of the App and/or In-App Product. You give Microsoft the right to appoint any Microsoft Affiliates and mobile operators as sub-agents. If your App is designated as pre-installable by an OEM or mobile operator, you will have the ability to provide the App (as formatted and signed by Microsoft) to the designated OEM or mobile operator in accordance with the applicable Documentation and pursuant to an appropriate agreement between you and the designated OEM or mobile operator.

b. Grant of Rights to Microsoft. You do not transfer ownership of any App to Microsoft by submitting it, but you do grant to Microsoft, in its capacity as your agent or commissionaire, the worldwide right to: host, install, use, reproduce, publicly perform and display via any digital transmission technology, format, make available to customers (including through multiple tiers of distribution), insert third party ad controls selected by you via the Dev Center, and sign the App (including by removing preexisting signatures) all for purposes of exercising Microsoft's rights and responsibilities under this Agreement, including performing Certification of your App and conducting penetration or other testing for identification of security vulnerabilities. Microsoft may also evaluate your App periodically after it becomes available in the Store, to verify that it continues to comply with this Agreement, remains compatible with Microsoft's app development and distribution platforms, and to improve Microsoft's app development and distribution platforms.

c. Marketing Rights. You grant Microsoft, its agents, contractors, licensees, marketing partners, and Affiliates the right to use, reproduce, display, publicly perform and publish your entity name, App or portion of your App, In-App Product and the App Assets for each App, and to modify your App description solely to correct obvious spelling, grammatical or typographical errors, in connection with (i) the distribution and marketing of the App or In-App Product through the Store, (ii) advertising or promoting your App in any and all media, and (iii) in any marketing, presentations, demonstrations, trade shows, industry events, and press releases, for the App, In-App Product, Windows, Windows Phone, Xbox hardware and accessories, Xbox Live Services, Xbox.com and other Windows, Windows Phone and/or Xbox-related websites and each of their successor platforms, and/or any other Microsoft products and services related to the Store and/or Apps. Nothing in this Agreement, however, will preclude Microsoft from using your App, App Assets, and/or In-App Product as permitted by law without a license (e.g., fair use under applicable copyright law or "referential" use under trademark law).

d. Removing an App Listing. If you use the functionality in the Dev Center to request that Microsoft remove your App or In-App Product from availability in the Store (which function may be referred to as the "unpublish" functionality or otherwise), within a reasonable period of time Microsoft will remove the affected App or In-App Product from the Store and cease making the affected App or In-App Product available, except as permitted under Section 11.b of this agreement.

e. Product Rankings and Ratings. The Store allows users to comment on and rate Apps. Microsoft may use those ratings and other data to determine the placement or marketing of Apps in the Store. Your Apps may be subject to user ratings and/or comments with which you may not agree. You may not attempt to manipulate rankings, ratings or comments for your App or any other App. You may contact Microsoft if you have any questions or concerns regarding these ratings.

f. Privacy Policy. You must maintain a privacy policy if (1) your App accesses, collects or transmits any Personal Information to you or a third party, (2) you elect to receive App Analytics and Error Reporting Data as provided in Section 9, or (3) otherwise required by law. You are responsible for informing Customers of your privacy policy (including by submitting that policy to us for display to Customers). Your privacy policy must (i) comply with applicable laws and regulations, (ii) inform users of the information accessed, collected or transmitted by your App and how that information is used, stored, secured and disclosed, and (iii) describe the controls that users have over the use and sharing of their information, and how they may access their information. Covered Parties' privacy policies will not apply to a Customer's use of your App.

g. License to Customer for Store Apps. You, not Microsoft, will license the right to install and use each App or In-App Product to Customers. You may provide a license agreement to the Customer for your App or In-App Product. That license agreement or other terms that govern a Customer's use of your App (including any privacy policy), or a link to them, must be delivered to Microsoft for publication via the product description materials you provide to Microsoft. If you do not provide such materials, then the Standard Application License Terms will apply between you and Customers of your App, as applicable for the market(s) where your App is made available. The Standard Application License Terms are incorporated into this agreement by reference. If you provide your own license agreement, your license must, at a minimum, (a) permit the customer to download, stream, and run the App or In-App Product on a minimum number of Windows Devices (see below) that are associated with that customer's Microsoft account, without payment of any additional fees to you (from either Microsoft or customer). For purposes of the foregoing sentence, the minimum number of Windows Devices is as follows: for the Store on Windows 8.x operating system, up to eighty-one (81) personal Windows 8, Windows RT or successor tablets and personal computers; (ii) for the Store on Windows Phone 8.x, up to five (5) Windows Phone devices; and (iii) for the Store on Windows 10, up to ten (10) Windows Devices.

h. License to Microsoft Marks. Effective as of the day Microsoft makes your App available in the Store, and for so long as your App continues to be made available in the Store, Microsoft grants you a worldwide, nonexclusive, nontransferable, royalty-free license to use the Microsoft Marks in connection with advertising for your App, solely as described at the logo use specifications posted at: http://go.microsoft.com/fwlink/p/?linkid=254841. Microsoft may change this URL, but if it does, Microsoft will use reasonable means to redirect you to any new URL(s) where these specifications are posted. Microsoft may, with reasonable notice to you, change the specifications to include new Microsoft Marks. Microsoft reserves all rights not expressly granted herein.

i. Business Store Portal. Unless you use the functionality in Dev Center to decline participation in Business Store Portal, then you agree to the following additional terms: (i) you grant Microsoft the worldwide right to make your App(s) and In-App Product available to Organizations, whether distributed via a version of the Store hosted by Microsoft on behalf of such third party, via a web site hosted by the Organization, or otherwise; (ii) you grant Microsoft the authority to grant licenses to your App(s) and In-App Product to Organizations on a volume basis, and to authorize Organizations to revoke and reassign those licenses between Customers who are part of the same Organization; and (iii) your license agreement with an Organization for your App(s) or In-App Product shall not conflict with the foregoing grant of rights or the minimum number of permitted devices per Customer in Section 4.g and you acknowledge that each Organization licensee is a third party beneficiary to this section of the agreement; and (iv) you acknowledge that Microsoft cannot ensure Organizations will comply with the terms of your license agreement for your App(s) or In-App Product, including any limits on installation and limits on use of App(s) or In-App Product in certain geographic markets, even if you use functionality in Dev Center to limit distribution of your App(s) and In-App Products to a specific set of geographic markets.

5) APP REQUIREMENTS. Each App you submit to Microsoft for distribution through the Store must meet the following requirements:

a. Certification Requirements. The App and In-App Product, including any App or In-App Product that contains FOSS, must comply with this Agreement, the Certification Requirements and any other materials provided to you by Microsoft, as any of these may be revised from time to time.

b. Local Law. Your App and In-App Product and your marketing of the App or In-App Product must comply with the laws of each territory or country in which the App, App Assets and App content are available. This includes: (i) data protection, privacy and other laws and regulations relating to collection and use of Personal Information by your App, (ii) telecommunications laws, (iii) content ratings regulations, (iv) consumer protection and marketing laws, including laws that prohibit direct exhortations to children to buy advertised products, and (v) export control laws. If you are required to make any disclosures to consumers prior to sale or download of the App, you must provide those in the App description field. Those may include your full contact information, notice that an App supports in-app purchase, or other disclosures. You must make such notices sufficiently prominent as is required by local law. Your App must not require further export, import or technology control licensing from any government. You must disclose to Microsoft any controlled technology employed, used or supported by your App. You may not use the Store or any services or tools made available for the development of Apps for, or to permit others to carry out, any illegal activity.

c. Third Party Rights. Your App and the App Assets must not infringe or misappropriate any intellectual property or personal right of any third party. You are, and will continue to be, at your sole cost and expense, responsible for securing, reporting, and maintaining all necessary rights, clearances and consents and paying all licensing fees (including but not limited to applicable public performance license fees to music publishers and/or performance rights and other sums, costs, and/or considerations associated with providing music or video (and all content embodied therein) in and through your App, App Assets, or In-App Product), and for undertaking all associated reporting obligations related thereto.

d. FOSS Software. If your App includes FOSS, (i) you are responsible for compliance with all applicable FOSS license terms, including any source code availability requirements, and (ii) it must not cause any non-FOSS Microsoft software to become subject to the terms of any FOSS license.

e. In-App Commerce. You may elect to make In-App Product(s) available for purchase from within your App. Beginning June 29, 2015, new App and In-App Product submissions to the Store are required to use Microsoft's commerce engine to support purchase of In-App Product(s) that are consumed or used within an App. Apps that are publicly available in the Store before June 29, 2015 may offer functionality to purchase In-App Product(s) that do not use Microsoft's commerce engine so long as the purchase functionality complies with the Certification Requirements. Beginning June 29, 2016, all Apps must use Microsoft's commerce engine to support purchase of In-App Product(s) that are consumed or used within an App. Any in-app purchase functionality that you offer for purchase of any product or service not consumed or used within your App must comply with the Certification Requirements. All purchases using Microsoft's commerce engine will be subject to the terms of this Agreement, including without limitation the Store Fee, Application Requirements (including the Certification Requirements for In-App Product), and licensing requirements. If your App allows any purchasing from within the App you must prominently disclose in your product description that In-App Purchase functionality is available. If your App uses a non-Microsoft commerce engine, you must disclose that information in the product description.

f. Xbox Live Services. If you elect to connect to Xbox Live Services from within your App, you must agree to and comply with the terms and policies related to Xbox Live Services available at http://go.microsoft.com/fwlink/p/?LinkId=529963.

g. Pre-Install. If you and Microsoft separately agree to preinstall one or more of your Apps on Microsoft Products (as defined in Exhibit D), you are subject to and agree to the terms set forth in Exhibit D to this Agreement.

h. Advertising. If you elect to make use of Microsoft’s advertising services, you are subject to and agree to the terms set forth on Exhibit E to this Agreement. If you elect to participate in the Promote Your App Program (as defined in Exhibit F), you are subject to and agree to the terms set forth in Exhibit F to this Agreement.

i. Dev Center Benefits. The Developer Center Benefits Program (as defined in Exhibit G) is an incentives program in which you are automatically enrolled when you open a Store Account through Dev Center. You are subject to and agree to the terms set forth in Exhibit G to this Agreement.

j. Subscriptions. You will fulfill any In-App Product offered on a subscription basis during the entire subscription period as marketed and, in the event you breach this section, you authorize Microsoft to refund to the Customer the full amount, or any portion thereof in Microsoft’s sole discretion, of the price paid by the Customer for that subscription offer. If you increase the subscription fee for a subscription that is otherwise set to auto-renew, auto-renew will be disabled.

k. No Harm to Users. Your App must not result in discomfort, injury or any other harm to an end user. You must include appropriate warnings and disclaimers in each App.

6) APP PRICING, PAYMENTS, TRANSACTIONS AND TAXES.

a. App Pricing. When you submit an App or In-App Product, you will designate the price (if any) to be charged to customers by selecting one of the price points that are consistent with the price points specified by Microsoft in the Documentation for the applicable geography, and Microsoft will charge Customers that price (or its reasonable equivalent in local currency) for the license to your App or In-App Product as acquired through the Store.

b. Store Fees. The Store Fee you owe to Microsoft for making your Apps and In-App Products available through the Store will be deducted from Net Receipts to calculate the App Proceeds payable to you in accordance with this Section 6. The Store Fee for Apps and In-App Product made available in the Store is thirty percent (30%) of Net Receipts, except for transactions subject to the Commerce Expansion Adjustment, for which the Store Fee is currently forty-three and nine-tenths percent (43.9%) of Net Receipts.

c. Payment Terms. Microsoft will pay you applicable App Proceeds, if any, as full compensation for your App as made available to Customers from the Store. Payments generally occur on a monthly basis, if they meet the following applicable thresholds:

i. For the Store on Windows 8.x Operating System. Through May 31, 2015, if Net Receipts are less than USD$200 (or its equivalent in local currency), then Microsoft may elect to carry forward the amount owed to subsequent months until the total amount owed is at least USD$200 (or its equivalent in local currency).
ii. For the Store on Windows Phone 8.x Operating System. Through May 31, 2015, if App Proceeds are less than USD$200 (or its equivalent in local currency), then Microsoft may elect to carry forward the amount owed to subsequent months until the total amount owed is at least USD$200 (or its equivalent in local currency).
iii. Beginning June 1, 2015, if App Proceeds are less than USD$25 (or its equivalent in local currency) and Microsoft can remit your payment using SEPA/ACH/PayPal, then Microsoft may elect to carry forward the amount owed to subsequent months until the total amount owed is at least USD$25 (or its equivalent in local currency). If App Proceeds are less than USD$200 (or its equivalent in local currency) and Microsoft can remit your payment only using wire transfer, then Microsoft may elect to carry forward the amount owed to subsequent months until the total amount owed is at least USD$200 (or its equivalent in local currency). Microsoft may include proceeds from other sources (e.g. Azure or Office) when determining if payments meet the applicable threshold.

d. Payment Processing. Microsoft will pay you the App Proceeds in accordance with Microsoft's then-current payment policies and in the manner you indicated during the Store Account setup. Microsoft is not responsible for delay, or misapplication of payment because of incorrect or incomplete information supplied by you or a bank or for failure of a bank to credit your account. If you are outside of the United States of America, Microsoft may remit payment to you in the local currency of your address for payment, using Microsoft's then current rates for converting USD into or from your local currency. The amount you actually receive will depend in part on the rates and fees imposed by your financial institution and on any applicable tax withholding requirements, and the amount you receive will be inclusive of any sales, use, or value-added taxes that may be chargeable between you and Microsoft. You must provide Microsoft (or its third party payment processor) with all financial, tax and banking information requested so Microsoft can pay you under this Agreement. Microsoft will notify you of any changes to the required information via updates to the Documentation. Your failure to keep such information current and accurate may result in Microsoft's removal of your App or In-App Product from the Store and forfeiture of amounts owed to you under this Agreement. A Customer will be deemed to have paid in full for your App when Microsoft receives payment from the Customer, and any failure by Microsoft to remit the amounts owing to you will not affect a Customer's rights to the App.

e. Retaining Costs. If Microsoft removes your App or In-App Product from the Store and/or any Customer's device(s) for breach of this Agreement or in response to an allegation of intellectual property infringement, Microsoft may deduct any costs incurred in connection with the removal of such App or In-App Product from any App Proceeds. If Microsoft terminates or suspends your Store Account for breach of this Agreement, Microsoft will deduct any costs incurred in connection with closing or suspending your Store Account from any App Proceeds otherwise payable to you and may retain App Proceeds if appropriate under the circumstances.

f. Taxes on Payments. You are responsible for your own taxes, including taxes unique to where you reside, that are related to payments you may receive under this Agreement. You are also responsible for paying any sales, use, or value-added taxes (if any) in connection with the Store Fee that Microsoft collects from you. If taxes are required to be withheld on any amounts to be paid by Microsoft to you, Microsoft will deduct such taxes from the amount owed and pay them to the appropriate taxing authority and will secure and deliver to you an official receipt for any such taxes withheld. Microsoft will use reasonable efforts to minimize such taxes to the extent permissible under applicable law, and each party will reasonably cooperate with the other to obtain the lowest tax rates or elimination of such taxes pursuant to the applicable income tax treaties.

g. Refund, Reconciliation and Offset. You are responsible for all costs and expenses for returns and chargebacks of your App or In-App Products, including the full refund and chargeback amounts paid or credited to customers. Refunds and/or chargebacks processed after you receive the App Proceeds will be debited against your account. Microsoft may offset any amounts owed to Microsoft (including the refund and chargeback costs described in this paragraph) against amounts Microsoft owes you. You grant Microsoft a right to provide refunds to Customers in accordance with Microsoft's prevailing policies and applicable laws from time to time.

h. Taxes on App Transactions. Microsoft (or its billing service provider or other authorized partner) will collect and remit sales, use, goods and services, value added or similar taxes, if any, applicable to Customers' acquisition of your App and In-App Product through the Store only in the country(s) and to the extent described in the attached Exhibit A and Exhibit C, as may be revised from time to time. Except as otherwise provided in Exhibit A and Exhibit C, Microsoft will not remit any sales, use, goods and services, value added or other similar tax in connection with Customers' acquisition of your App or In-App Product. You are responsible for reviewing Exhibit A and Exhibit C in light of your circumstances and determining whether you have an obligation to register, collect, and remit taxes in any country in which you elect to have Microsoft make your App or In-App Product available to Customers and for complying with any such tax obligations that apply to you. You are also responsible for appropriately identifying the content type for your In-App Products in Dev Center.

7) WARRANTIES. You represent, warrant and undertake to Microsoft that:

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

b. Your App, App Assets, and In-App Product, together with all advertising or other materials accessible from or that provide access to your App, App Assets, and In-App Product complies with and will continue to comply with all requirements of this Agreement, including the Certification Requirements;

c. Listing, distribution, and monetization of your App in the Store does not and will not violate any agreements to which you are a party or of which you are otherwise aware. You have obtained any and all consents, approvals or licenses (including written consents of third parties where applicable) required for you to make your App, App Assets, or In-App Product available in the Store and for your App to access any Internet-based or Microsoft-provided services, if any, to which the App enables access;

d. Microsoft's exercise of the rights you grant under this Agreement will not obligate Microsoft or its Affiliates to pay any third party any amounts; and

e. The information you provide to Microsoft under or in connection with this Agreement is true, accurate, current, and complete.

8) CONFIDENTIALITY. During the term of this Agreement and for five (5) years after, the recipient of Confidential Information under this Agreement will hold in confidence, and will not use or disclose any of the other party's Confidential Information to a third party, except contractors who are performing on the receiving party's behalf and only subject to confidentiality terms at least as protective as this section. "Confidential Information" means all information that a party designates as confidential, or a reasonable person knows or reasonably should understand to be confidential. If Microsoft exposes you to any Customer Personal Information, then between you and Microsoft, that Personal Information is Microsoft Confidential Information and you will return to Microsoft, or destroy that information, immediately upon Microsoft's request. Confidential Information does not include information that is or becomes known to the receiving party without a breach of this agreement or any other confidentiality obligation owed to a disclosing party. If you have any questions as to what comprises Microsoft Confidential Information, you will consult with Microsoft. This section does not prohibit either party from responding to lawful requests from law enforcement authorities.

9) REPORTING.

a. Transaction Data. Microsoft will provide you the reporting capabilities we are required to provide under applicable tax laws and regulations. The reporting available to you through the Developer Center will provide aggregate information relating to your App downloads and App and In-App Product transactions and Microsoft's payments to you under this Agreement.

b. App Analytics and Error Reporting Data. Microsoft may, at its discretion, provide you with in-app telemetry (“App Analytics”) and app crash data (“Error Reporting Data”). You agree to use Error Reporting Data solely for the purpose of testing and resolving compatibility issues, fixing and resolving “bugs” or other quality issues related to your App. You agree to inform Customers in your privacy policy about App Analytics and Error Reporting Data that you collect and use. Error Reporting Data may include Personal Information. You may only use such Personal Information in accordance with the consent you obtained from the Customer.

10) DISCLAIMER, LIMITATION OF LIABILITY, AND DEFENSE OF CLAIMS.

a. DISCLAIMER OF WARRANTY. WE PROVIDE THE STORE AND DEVELOPER CENTER "AS-IS," "WITH ALL FAULTS," AND "AS AVAILABLE." YOU BEAR THE RISK OF USING THE STORE AND DEVELOPER CENTER. MICROSOFT EXCLUDES ANY IMPLIED WARRANTIES OR CONDITIONS, INCLUDING THOSE OF PRODUCT LIABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, AND NON-INFRINGEMENT, RELATING TO THE STORE AND DEVELOPER CENTER. YOU MAY HAVE CERTAIN RIGHTS UNDER YOUR LOCAL LAW. NOTHING IN THESE TERMS IS INTENDED TO AFFECT THOSE RIGHTS, IF AND SOLELY TO THE EXTENT THAT THEY ARE APPLICABLE. WITHOUT LIMITING THE FOREGOING, COVERED PARTIES EXPRESSLY DISCLAIM ANY WARRANTIES THAT ACCESS TO, OR USE OF, THE STORE OR THE DEVELOPER CENTER WILL BE UNINTERRUPTED OR ERROR FREE.

b. LIMITATION OF LIABILITY. YOU CAN RECOVER FROM MICROSOFT AND ITS AFFILIATES ONLY DIRECT DAMAGES UP TO AN AMOUNT EQUAL TO YOUR ACCOUNT FEE (OR $1, IF THERE IS NO ACCOUNT FEE). YOU AGREE NOT TO SEEK AND WAIVE ANY RIGHT TO RECOVER ANY OTHER LOSSES OR DAMAGES, INCLUDING WITHOUT LIMITATION CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT, PUNITIVE OR INCIDENTAL DAMAGES FROM ANY COVERED PARTY. THESE LIMITS AND EXCLUSIONS APPLY EVEN IF THE COVERED PARTY 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.

c. Duty to defend. You will defend, indemnify and hold harmless each Covered Party, as applicable, from and against (including by paying any associated costs, losses, damages or expenses and attorneys' fees) any and all third party claims: (i) alleging that your App infringes any proprietary or personal right of a third party; (ii) arising from a failure of your App or In-App Product to comply with any of the App Certification Requirements; (iii) alleging your breach of this agreement, (iv) relating to the use of or inability to use the App or In-App Product, including any product liability claims; or (v) by any tax authority based on any nonpayment or underpayment of any sales, use, goods and services, value added or other similar tax, including any associated penalties and interest, which you are obligated to pay. Covered Party will (A) notify you promptly in writing of the claim; provided, however, a Covered Party's failure to notify you shall not relieve you of any liability that you may have, except to the extent that such failure materially prejudices your legal rights; and, (B) at your reasonable request, provide you with reasonable assistance in defending the claim. You will reimburse Covered Party for any reasonable out-of-pocket expenses incurred in providing that assistance. You will not make any settlement or compromise of a claim, or admit or stipulate any fault or liability on a Covered Party with respect to any claim covered by this section without such Covered Party's express, prior written consent.

d. Covered Parties who are not party to this Agreement are beneficiaries of this Agreement solely for the purpose of enforcing the rights granted to such Covered Parties in this Section 10.

11) TERM AND TERMINATION.

a. General. This Agreement will remain in effect until terminated. You or Microsoft may terminate this Agreement at any time for any reason or no reason, upon at least sixty (60) days' written notice. Either party may terminate this Agreement in the event of an uncured material breach of this Agreement by the other party which termination will be effective thirty (30) days after the other party's receipt of written notice of the breach.

b. App Retention. If you or Microsoft terminate this Agreement or you request that Microsoft remove your App from the Store, Microsoft may retain a copy of the affected App(s), indefinitely. Unless the App was removed from the Store because of a court order relating to intellectual property infringement, you grant to Microsoft a perpetual license to reproduce and provide the App(s) to Customers who previously downloaded the App(s) under the terms of the Customer's existing license, or for storage management, backup and restore, or technical reasons.

12) MISCELLANEOUS

a. Notices.

i. All notices that you provide to Microsoft under this agreement must be sent to the following email alias: mktlegal@microsoft.com.
ii. You will identify an individual to serve as the primary developer contact under this Agreement. This primary developer contact will be the default administrator for this Agreement, and will receive all notices unless you change the primary developer contact information through the Dev Center.

b. Microsoft may disclose your contact information as necessary for Microsoft to administer this Agreement through its Affiliates and other parties that help Microsoft administer this Agreement.

c. Assignment. Microsoft may assign this Agreement (or any rights or duties under it) at any time. You may not assign this Agreement or any rights or duties under it without the express written consent of Microsoft, except that you may assign this Agreement without Microsoft's consent (i) to your Affiliate or (ii) in connection with the sale of all or substantially all of your assets. If you assign this Agreement as permitted in this Section 12.c, you agree (A) to provide prompt notice of such assignment to Microsoft and (B) if the assignee does not already have a Store Account, such assignee shall open a Store Account in accordance with Section 2 of this Agreement within fourteen (14) days after the date of a permitted assignment under this Section 12.c.

d. Sublicensing and Subcontractors. Microsoft may sublicense its rights under this Agreement to third parties or otherwise authorize third parties to assist Microsoft in performing its obligations or exercising its rights under this Agreement. Such third parties may include mobile operators, hardware manufacturers and retailers. Microsoft will, subject to the terms of this Agreement, be responsible for the performance of such third parties.

e. Choice of Law and Venue. This Agreement is governed by the laws of the state of Washington, USA, which apply to the interpretation of this Agreement and to any claims for breach of it, regardless of conflict of laws principles. You irrevocably consent to the exclusive jurisdiction and venue of the courts in King County, Washington.

f. Limitation on Claims. To the maximum extent permitted by local law, any claim related to this Agreement or to the Store must be filed within one year of the claimant first becoming aware of the claim. If it is not filed within that time, then the claim is permanently barred. This applies to you and your successors and to Microsoft and our successors and assigns.

g. No Waiver. A party's failure to enforce any rights under this Agreement will not be deemed a waiver of the same right on another occasion, or of the right to enforce any other right under this Agreement. Microsoft's decision to make an App available in the Store will not be deemed a waiver of any rights Microsoft may have under this Agreement, including for violations of the Certification Requirements or other content related terms.

h. Survival. Sections of this Agreement that, by their terms, require performance after the termination or expiration of this Agreement will survive.

i. Not Exclusive. This Agreement is nonexclusive, and nothing in this Agreement restricts you or Microsoft from entering into other, similar agreements with other marketplaces or app developers, or from acquiring, licensing, developing, manufacturing, or distributing similar or competing technologies.

j. Updates. Microsoft may update this Agreement at any time in its sole discretion. Microsoft will indicate the last date on which the Agreement was modified at the top of the Agreement.

k. Entire Agreement. This is the entire Agreement between you and Microsoft in connection with the Store. It supersedes any prior agreements between you and Microsoft regarding the Store. All parts of this Agreement apply to the maximum extent permitted by relevant law. If a court holds that Microsoft can't enforce a part of this Agreement as written, Microsoft may replace those terms with similar terms to the extent enforceable under the relevant law, but the rest of this Agreement won't change. This Agreement’s section titles are for reference only and have no legal effect.

EXHIBIT A: TAXES ON APPLICATION TRANSACTIONS

Microsoft Tax Remittance Countries:

Microsoft (or its billing service provider) will collect and remit sales, use, goods and services, value added or similar taxes, if any, applicable to Customers' acquisition of your App(s) and/or In-App Product(s) through the Store in the countries set forth at: http://go.microsoft.com/fwlink/p/?LinkId=529042

Mixed Remittance Countries:

Certain Microsoft billing partners may collect and remit sales, use, goods and services, value added or similar taxes, if any, applicable to Customers' acquisition of your App(s) or In-App Product(s) through the Store in the country(s) listed on the Developer Center at http://go.microsoft.com/fwlink/p/?LinkID=271132. The reports that Microsoft makes available to you will identify the transactions for which a billing partner has collected sales, use, goods and services, value added or similar taxes applicable to Customers' acquisition of your App(s) or In-App Product(s) through the Store. Except for the transactions described in such reporting, neither Microsoft nor its billing services providers will remit any sales, use, goods and services, value added or other similar tax in connection with Customers' acquisition of your App(s) or In-App Product(s) in these country(s). You are responsible for reviewing the reporting provided to you and determining and complying with your obligations, if any, to register, collect, and remit taxes in connection with transactions involving your App(s) or In-App Product(s).

EXHIBIT B: TERMS AND CONDITIONS FOR ENTERPRISE APPLICATIONS

Last Updated: April 29, 2015

This Enterprise Application Addendum (the "Addendum") is a supplement to the terms and conditions of the App Developer Agreement. This Addendum applies if you choose to make available Enterprise Applications to Personnel as described in this Addendum. Except as expressly modified by this Exhibit B, all of the terms and conditions in the App Developer Agreement, which is incorporated by reference herein, apply to the offering and distribution of your Enterprise Applications. Except where expressly modified by this Addendum, the terms and conditions that apply to Applications under the App Developer Agreement will apply to Enterprise Applications as defined in this Addendum.

1. Definitions. Capitalized terms not otherwise defined herein will have the meanings provided in the App Developer Agreement.

a. "App Developer Agreement" means the agreement between you and Microsoft Corporation and its Affiliates relating to your use of the Windows Store and the Developer Center. The current version of the App Developer Agreement can be found at http://go.microsoft.com/fwlink/p/?LinkID=221922.

b. "Certificate Software" means the digital certificate obtained from Microsoft, Symantec (or other Microsoft designee) that allows you to provide an Enterprise Application for internal distribution to Personnel in accordance with the terms of this Addendum.

"Personnel" means a person who is hired by an employer for a wage or salary in exchange for services rendered to the employer, contractors, and employees of a third-party temporary agency that are assigned by the agency (pursuant to a temporary agency agreement) to complete assignments for you. If you are an educational institution, the term "Personnel" also includes faculty, staff and students of your institution and if you are a hospital, the term "Personnel" includes credentialed physicians, referring physicians and clinicians working at the hospital.

d. "Enterprise Account" means a business account established with Microsoft for the purpose of obtaining the Certificate Software and making available Enterprise Applications to Personnel.

e. "Enterprise Application" or "Enterprise App" means an App and any bug fixes, updates, or other modifications thereto that includes the Certificate Software and is made available in accordance with the terms of this Addendum and the App Developer Agreement.

2. Enterprise License Use and Restrictions.

a. Internal Distribution. Subject to the terms of this Addendum and the App Developer Agreement, you may make Enterprise Applications internally available to Personnel. Enterprise Applications may not be made available to consumers, other companies or the general public, except for vendors or companies that are under contract with you to develop or test any Enterprise Applications. You are responsible for any unauthorized distribution of the Certificate Software and Enterprise Applications outside of the terms and conditions of this Addendum.

b. No Alternative Marketplace. You will not use the Certificate Software to: (i) make paid Applications that are offered in the general Store available to your Personnel; and (ii) make available Enterprise Applications in a manner that harms the Store as determined by Microsoft.

c. Compliance with Requirements. Enterprise Applications must comply with the Certification Requirements and all other terms of the App Developer Agreement except as expressly modified by this Addendum.

d. Compliance with Applicable Laws. You represent and warrant that Enterprise Applications comply with all laws and regulations and fulfill all applicable regulatory and licensing requirements. You will not take any action or seek any permission that would cause any Microsoft product to be deemed a regulated product or to become subject to regulation (such as by the U.S. Food and Drug Administration) or that would impose any additional obligations or limitations on Microsoft.

e. Collection of Personnel Data. You are responsible for complying with all applicable privacy and data protection laws with respect to the collection, use or disclosure of any user or device data by you or your Enterprise Application, including providing notice and obtaining consent from Personnel for such collection, use or disclosure of user or device data.

f. Use of Location API. If your Enterprise Application uses the Location API, you will comply with the applicable Certification Requirement for use of the Location API. Additionally, you will include a notification to inform end users of an Enterprise Application's use of location information, and the notification will include a statement substantially similar to the following: "Microsoft and its trusted location partners also receive info that is used to improve positioning services, such as nearby Wi-Fi access points and cell towers, when the location features of this application are used."

3. Creation of Enterprise Account and Fees. You are responsible for creating an Enterprise Account and paying all applicable fees to Symantec, Microsoft, or other Microsoft designee in order to access the Certificate Software and make available Enterprise Applications under the terms of this Addendum and the App Developer Agreement.

4. No Application Submission. Notwithstanding Sections 3.a, 3.d, 3.h, 3i, Sections 4.a, 4.b, and 4.c of the App Developer Agreement, you are not required to submit your Enterprise Applications to Microsoft and Microsoft is not appointed as your agent or commissionaire, as applicable, for making your Enterprise Applications available to others in accordance with this Addendum. Enterprise Applications are not made available in the Store. You are solely responsible and liable for the Enterprise Applications you distribute.

5. Termination. If you breach the terms of this Addendum and/or the App Developer Agreement, then without prejudice to Microsoft’s other rights and remedies, Microsoft may (a) revoke the certificates provided by Certificate Software; and/or (b) terminate your Enterprise Account immediately.

6. Indemnification. You will defend, indemnify and hold harmless each Covered Party, as applicable, from and against (including by paying any associated costs, losses, damages, or expenses and attorneys' fees) any and all claims made or brought by an unaffiliated third party or Personnel: (a) alleging that your Enterprise Application infringes copyright, trademark, or patent rights, or misappropriates trade secrets or undisclosed information, (b) arising from a failure of your Enterprise Application to comply with the Application Certification Requirements; (c) relating to use or inability to use your Enterprise Application, including any product liability claims; and (d) arising from any breach of this Addendum or the warranties in the App Developer Agreement. Your obligations in this Section 6 are subject to the conditions outlined in Section 10.c (Duty to Defend) of the App Developer Agreement. Covered Parties who are not party to the App Developer Agreement are beneficiaries of the App Developer Agreement solely for the purpose of enforcing the rights granted to such Covered Parties in this Section 6 of the Addendum.

EXHIBIT C: TERMS AND CONDITIONS FOR RESELLER COUNTRIES

In the country(s) and to the extent listed at http://go.microsoft.com/fwlink/p/?LinkId=529043, Microsoft acts as a reseller, rather than your agent, in making your App(s) and In-App Product(s) available in the Store.

If you choose to make any App(s) or In-App Product(s) available in the Store in any of the listed country(s), you agree to the following modified and additional terms and conditions solely in connection with the offering and distribution of your App(s) and In-App Product(s) in such country(s) as described. Except as expressly provided in this Exhibit C, all of the terms and conditions in the Agreement apply to the offering and distribution of your App(s) in such country(s).

1. License Grants. Notwithstanding the second sentence of Section 4.a and the first sentence of Section 4.b of the Agreement, for the country(s) identified in this Exhibit C in which you choose to make your App or In-App Product available, you grant to Microsoft a license (including the right to sublicense to resale partners in Microsoft's sole discretion) to make the App or In-App Product available to Customers and to provide the App through the Store. You do not transfer ownership of any App to Microsoft by submitting it, but you do grant to Microsoft a license (including the right to sublicense to authorized resale partners in Microsoft's sole discretion), for the country(s) listed in this Exhibit C in which you choose to make your App available, (a) to host, install, use, reproduce, publicly perform and display via any digital transmission technology, format, make available to Customers (including through multiple tiers of distribution), insert third party ad controls (selected by you via the Dev Center), and sign your App(s) (including by removing preexisting signatures) all for purposes of exercising Microsoft's rights and responsibilities under this Agreement, including performing Certification of your App and conducting penetration or other testing for identification of security vulnerabilities; and (b) directly or indirectly through authorized partners (including pursuant to a sublicense agreement), to host, reproduce, market, promote, offer, and provide your App(s) to Customers and to market, promote, offer, and make available your In-App Product(s) to Customers. You will continue to license your App(s) and to license and deliver your In-App Product(s) to Customers as provided in Section 4.g of the Agreement. Microsoft may also evaluate your App periodically after it becomes available in the Store, to verify that it continues to comply with this Agreement, remains compatible with Microsoft's app development and distribution platforms, and to improve Microsoft's app development and distribution platforms.

2. Marketing Rights. You grant Microsoft, its agents, contractors, licensees, marketing partners, and Affiliates the right to use, reproduce, display publicly perform and publish your entity name, App or portion of your App, In-App Product and the App Assets for each App, and to modify your App description solely to correct obvious spelling, grammatical or typographical errors, in connection with (i) the distribution and marketing of the App or In-App Product through the Store, (ii) advertising or promoting your App in any and all media, and (iii) in any marketing, presentations, demonstrations, trade shows, industry events, and press releases, for the App, In-App Product, Windows, Windows Phone, Xbox hardware and accessories, Xbox Live Services, Xbox.com and other Windows, Windows Phone and/or Xbox-related websites and each of their successor platforms, and/or any other Microsoft products and services related to the Store and/or Apps. Nothing in this Agreement, however, will preclude Microsoft from using your App, App Assets, and/or In-App Product as permitted by law without a license (e.g., "fair use" under applicable copyright law or "referential" use under trademark law).

3. Application Pricing; Taxes on Applications. Notwithstanding Section 6 of the Agreement, when you submit an App and choose to make the App or an In-App Product available as provided in this Exhibit C, you may suggest the price (if any) to be charged to Customers (consistent with the price points specified by Microsoft in the Documentation) in that country, and Microsoft may charge that price (or another price that Microsoft or a resale partner chooses in its discretion) in making your App or In-App Product available in the Store in that country. For any App or In-App Product you choose to make available as provided in this Exhibit C, Microsoft (or a resale partner or billing service provider) will collect and remit sales, use, goods and services, value added or similar taxes, if any, applicable to the Customer’s acquisition of your App or In-App Product in such country(s) through the Store as provided in this Exhibit C. Except as provided herein, Microsoft will not remit any sales, use, goods and services, value added or other similar tax in connection with Customers' acquisition of your App(s) or In-App Product(s).

4. Payment Terms and Fees. App Proceeds payable to you in connection with the sale of your App or In-App Product in the country(s) listed in this Exhibit C will be calculated and paid to you as provided in Section 6.c, but the App Proceeds will be provided to you as a royalty payment in exchange for the license granted in paragraph 1 of this Exhibit C.

EXHIBIT D: TERMS AND CONDITIONS FOR PRELOADED APPS

This preload exhibit (Exhibit D) is a supplement to the terms and conditions of the App Developer Agreement. Exhibit D applies only if Microsoft and you separately agree in a Preload Addendum to Preload your App on Microsoft Products. Except as expressly modified by this Exhibit D, all of the terms and conditions in the App Developer Agreement, which is incorporated herein by reference, apply when Preloading your App.

1. Definitions. Capitalized terms not otherwise defined herein have the same meanings provided in the App Developer Agreement.

a. "Error(s)" means any mistake, problem, defect, malfunction or deficiency which causes an incorrect or inadequate functioning or non-functioning of your App and/or a failure to operate in connection with Microsoft Products.

b. "Microsoft Products" means any device or hardware manufactured or offered by or on behalf of Microsoft. You agree that Microsoft’s Disclaimer of Warranty extends to all Microsoft Products identified in a Preload Addendum.

c. "Preload" means direct distribution by Microsoft of your App(s) on Microsoft Products such that the App(s) may be accessed by Customers directly from the Microsoft Product without having to download the App(s) from the Store

.

d. "Preload Addendum" means a written addendum executed by you and Microsoft that identifies which of your App(s) may be Preloaded on identified Microsoft Products.

e. "Term" means two (2) years commencing from effective date of the Preload Addendum. After the initial two (2) years, the Preload Addendum will remain in force until terminated by either party by giving the other party six (6) months prior written notice.

f. "Update(s)" means modifications to your App(s) which incorporate corrections of Errors and/or which provide functional, performance, user experience or other improvements.

2. License to Preload Your Apps. In addition to the rights granted under the App Developer Agreement, you grant Microsoft a world-wide, non-exclusive, irrevocable for the Term, royalty-free, fully paid-up, right and license to Preload your App(s) on Microsoft Products as identified and agreed to in a Preload Addendum.

3. Additional Preload Obligations.

3.1 Continued Publication. Notwithstanding anything contrary in the App Developer Agreement, in the event your App(s) are Preloaded pursuant to a Preload Addendum, you agree (i) not to terminate the App Developer Agreement during the Term; and (ii) to keep your App(s) available in the Store throughout the Term.

3.2 Delivery. You will deliver the App(s) to Microsoft no later than the date agreed upon in the Preload Addendum, at your sole cost, on appropriate media and format (as specified by Microsoft) suitable for Preloading on Microsoft Products. You will test the App(s) for Errors and ensure the App(s) comply with the requirements defined by Microsoft and work with the applicable Microsoft Products identified in the Preload Addendum prior to delivery of such App(s) to Microsoft.

3.3 Testing, Acceptance, or Rejection. Microsoft may test your App(s) beyond the testing conducted during Certification to ensure a good App experience for Customers on Microsoft Products. In the event Microsoft detects Errors, Microsoft will inform you of the same, and Microsoft may reject your App(s) as being unsuitable for Preload. In the event Microsoft rejects the App, you agree to correct such Errors within thirty (30) days of being notified of rejection.

3.4 Errors and Updates. You agree to correct any material Errors detected (by either party) in your App(s) after being Preloaded by promptly publishing Updates in the Store. You will ensure that any Updates are compatible with the Microsoft Products selected for Preload.

3.5 FOSS Claims. If either party receives (and determines in good faith the validity of) any third-party claim that your App(s) violate any FOSS license terms, then you agree to promptly remedy the basis for the claim (e.g., provide missing notices or attributions, deliver underlying source code, etc.) and/or Update the App to remove the FOSS that is the basis for the claim.

4. Effect of Termination. Termination or expiration of a Preload Addendum will not affect any rights of a Customer to use your App(s). Within six (6) months (or earlier, if possible) of termination or expiration of a Preload Addendum, Microsoft will discontinue Preloading your App(s) and using your App Assets in connection therewith depending on what stage the affected Microsoft Products are in the manufacturing process. Termination or expiration of a Preload Addendum will not affect Microsoft’s right to sell or distribute Microsoft Products on which your App(s) are Preloaded in accordance with a Preload Addendum.

EXHIBIT E: ADVERTISING SERVICES ADDENDUM

Last Updated: April 29, 2015

This Advertising Services Addendum (this "Addendum") is a supplement to the terms and conditions of the App Developer Agreement; Windows Store. This Addendum applies if you choose to make use of Microsoft’s advertising services as described in this Addendum. Except as expressly modified by this Addendum, all of the terms and conditions in the App Developer Agreement, which is incorporated by reference herein, apply to your use of Microsoft’s advertising services. Capitalized terms not otherwise defined herein have the same meanings provided in the App Developer Agreement.

1. INTRODUCTION.

The terms and conditions of this Addendum are an agreement between you and Microsoft Online, Inc., located at 6100 Neil Road, Reno, NV 89511 USA ("Microsoft"). Unless you have separately negotiated an agreement with Microsoft covering a Microsoft advertising service or program, this Addendum applies to your participation in or use of one or more Microsoft’s advertising services and programs.

2. MICROSOFT ADVERTISING SERVICES FOR APP DEVELOPERS.

The following additional terms and conditions apply to your display, in or on your apps, of advertising provided by Microsoft:

a. Advertisers' Right to Opt In or Opt Out. Microsoft may provide advertisers with a list of apps and developer names for the purposes of allowing advertisers to identify certain developers and apps on which it does or does not wish to place its ads. Microsoft will not be required to disclose to you whether any individual advertiser chose to exercise this right with regard to you or your apps.

b. Implementation Responsibilities. You will:

i. implement: (1) the Microsoft Ad SDK into your apps (if applicable) no later than three days prior to enabling ad delivery in the App in accordance with Microsoft designated technical requirements that Microsoft provides to you and (2) updates that Microsoft makes to the Microsoft Ad SDK within 60 days after Microsoft makes the Microsoft Ad SDK update available to you;
ii. test on your Apps: (1) the deployment of ad formats and browsers and (2) Microsoft’s modifications to the Microsoft Ad SDK specified by Microsoft;
iii. in a timely manner, make reasonable efforts to cooperate to resolve problems identified during any testing performed on your Apps; and
iv. incorporate into your Apps any and all Microsoft-provided guidance, specifications, placement guidelines, documentation and other consultation related to ads (e.g., placement, sizes, experiences, formats, etc.).

3. REPORTS.

In connection with its provision of advertising services, Microsoft may provide you with access to online reporting systems (collectively, “Dashboard Systems”) to view and use a variety of online reports related to your use of Microsoft’s advertising services. You may not publicly publish or otherwise distribute or disclose any of these reports to third parties and may only use these reports for your internal business purposes.

4. PAYMENT POLICIES.

On a monthly basis, Microsoft will pay you for advertising displayed on or in your Apps based upon the then-current payment schedules if your earned balance exceeds the then-current minimum payment amounts specified by Microsoft. Supported countries, payment schedules, payment processing details, and minimum payment amounts are further described in Microsoft’s payment policies. Microsoft may update its payment policies at any time.

To the extent that payment is based on the number of clicks, impressions, or actions generated by advertising that is displayed in your Apps, reports generated by Microsoft will be the sole measurement for purposes of invoicing and payment. Impressions or clicks that Microsoft registers as coming from IP addresses owned or controlled by you, or clicks associated with a violation of this Agreement, this Addendum, or any policies or other conditions applicable to you, are not valid impressions or clicks. MICROSOFT MAKES NO PROMISES OR GUARANTEES REGARDING (A) THE NUMBER OF ADVERTISEMENTS YOU MAY EXPECT TO BE DISPLAYED ON OR IN YOUR PROPERTIES BY MICROSOFT OR (B) THE AMOUNT OF ANY PAYMENTS YOU MAY RECEIVE.

5. MICROSOFT DATA COLLECTION.

Microsoft will collect data about your use of its advertising services and its performance in connection with your Apps. Microsoft may use this data to generate aggregated reports that may be viewed by Microsoft’s clients and partners. Microsoft may also use this data to (a) improve and optimize its products and services, and (b) provide campaign reporting to advertisers whose advertising was displayed on your Apps. In addition, Microsoft will have the right to, without any additional consent or approval from you, share with third parties (e.g., ad networks or exchanges) information specific to your Apps, including, without limitation, the Property’s name, your name as publisher of the Property, screenshots of your Apps, and impression data and targeting availability. You expressly agree to worldwide disclosure and transfer of all data described in this Section to Microsoft free of any charge.

6. PRIVACY.

a. Data Collection. You assume all liability for the collection, use and disclosure of data related to users of your Apps and you will comply with all applicable laws and regulations in your collection, use and disclosure of this data.

b. User Consent. Nothing in this Addendum provides for the collection or transfer between you and Microsoft of any personally identifying information of an internet user without the express consent of the end user. You will use commercially reasonable efforts to ensure that an end user gives consent to the storing and accessing of cookies, device-specific information, location information or other information on the end user's device in connection with your use of Microsoft’s advertising services where such consent is required by law or any applicable self-regulatory program guidelines.

7. SUPPORT AND FEEDBACK.

Microsoft is not obligated to provide any technical or other support to you for the advertising services it provides. If you provide Microsoft with feedback about its advertising services, then you grant to Microsoft, without charge, the right to use, share, and commercialize your feedback in any way and for any purpose. You also grant to third parties, without charge, any patent rights necessary for their products, technologies and services to use or interface with any specific parts of a Microsoft software or service that incorporates your feedback. You will not give feedback that is subject to a license that requires Microsoft to license its software or documentation to third parties because Microsoft includes your feedback in our software or documentation. These rights that you grant to Microsoft and third parties in this Section will survive any termination of the Agreement, this Addendum, or any termination of your rights to use Microsoft’s advertising services In addition, if you receive any feedback, comments, or complaints from users of your Apps about any advertising delivered by Microsoft’s advertising service, you will promptly forward this information to support@microsoft.com.

8. PUBLICITY/INFORMATION REQUESTS.

You may not cause or permit to be released any publicity, advertisement, news release, public announcement, or denial or confirmation of the same, in whatever form, regarding any aspect of this Addendum or the relationship between you and Microsoft, without Microsoft’s prior written consent, except for the use of Microsoft Marks in accordance with Section 4.h of the App Developer Agreement.

9. RESERVATION OF RIGHTS.

Microsoft retains ownership of all intellectual property rights associated with its advertising services, its technology and any enhancements or modifications thereof. As between Microsoft and you, you retain all intellectual property rights in the contents of your Apps, other than such content as Microsoft or its clients may supply. Microsoft’s clients will retain all right to the advertising displayed on your Apps.

10. DISCLAIMER OF WARRANTY. IF YOU LIVE IN AUSTRALIA, there are guarantees that are implied under the Australian Consumer Law that may apply to the goods and services supplied to you as part of Microsoft’s advertising services (the “AU Guarantees”). Should the AU Guarantees apply to you, then these AU Guarantees are not included in the disclaimers and exclusions specified in Section 10 of the App Developer Agreement. For those Microsoft advertising services that include services (rather than goods), should Microsoft breach any of the AU Guarantees, your remedy is limited to receiving the supply of the service again or the payment of the cost of having the services supplied again. For those Microsoft advertising services that includes goods (which includes computer software), the goods come with AU Guarantees that cannot be excluded under the Australian Consumer Law and you are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure. In the case of software, the repair of goods may not be practicable, and a replacement will be provided if this is the case. For any AU Guarantees related issues, please contact support@microsoft.com.

11. INDEMNIFICATION.

a. You will defend, indemnify and hold Microsoft and Microsoft’s affiliates, agents and employees, harmless from all loss, liability and expense (including reasonable attorneys' fees) from any third-party claims, proceedings or suits arising from or related to (i) your Apps, including any content served on your aps that is not provided by Microsoft, (ii) your use of Microsoft’s advertising services; (iii) any access or use by third parties of Microsoft’s advertising services through your account or with your credentials; (iv) your breach of any term of this Addendum, including any Microsoft policies referenced herein; and (iv) your collection, use and disclosure of user-related data.
b. Requirements for Indemnification. In connection with any claims subject to the indemnification obligations above, Microsoft will (i) give you prompt written notice of the claim, (ii) cooperate with you (at your expense) in connection with the defense and settlement of the claim, and (iii) permit you to control the defense and settlement of the claim with counsel reasonably acceptable to Microsoft. You will not settle the claim against Microsoft without Microsoft’s prior written consent. Microsoft (at its own cost) may participate in the defense and settlement of the claim with counsel of its own choosing.

12. MISCELLANEOUS.

a. Adjustments for Prohibited Actions. If you or any of your Apps violates any section of this Addendum, the Agreement, or any Microsoft policies, then, without limiting any other rights and remedies Microsoft may have under this Addendum, the Agreement, or at law, Microsoft may do or require any or all of the following as Microsoft deems appropriate under the circumstances in order to manage advertiser satisfaction issues: receive additional impressions within your Apps at no charge, deactivate your ad units, or withhold or deduct payments due to you for the time period within which Microsoft determines, after reasonable investigation, the prohibited action or applicable violation occurred.

b. Termination. Microsoft will have the right to immediately terminate or suspend, entirely or in part, your use of Microsoft’s advertising services with respect to either all or some of your apps at any time upon notice with respect to either all or some of your apps without cause or explanation. Except for payments due and payable to you in connection with advertising services provided to you by Microsoft, Microsoft will have no liability to you for any termination or suspension of this Addendum or the Agreement.

c. Venue; Choice of Law. The laws of the State of Nevada, USA govern the interpretation of this Addendum and any claims arising out of related hereto, regardless of conflict of laws principles. You and Microsoft irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in King County, Washington, USA for all disputes arising out of or relating to this Addendum or any of Microsoft’s advertising services that are heard in court (i.e., not arbitration and not small claims court).

EXHIBIT F: PROMOTE YOUR APP PROGRAM ADDENDUM

Last Updated: April 29, 2015

This Promote Your App Program Addendum (this "Addendum") is a supplement to the terms and conditions of the App Developer Agreement; Windows Store. This Addendum applies if you choose to participate in the Promote Your App Program as described in this Addendum. Except as expressly modified by this Addendum, all of the terms and conditions in the App Developer Agreement, which is incorporated by reference herein, apply to your use of Microsoft’s advertising services.

PLEASE READ AND REVIEW ALL TERMS AND POLICIES ON THIS PAGE INCLUDING ALL HYPERLINKS REFERENCED IN SUCH TERMS AND POLICIES. YOU AGREE TO THESE TERMS WHEN YOU MAKE USE OF THE PROMOTE YOUR APP PROGRAM SERVICES.

These terms and policies (“Terms”) are an agreement between you (“you,” or “Advertiser”) and Microsoft Online, Inc. (“Microsoft”). They apply to the Promote Your App Program services (the “Services”), unless you (or an agency acting on your behalf) and Microsoft are parties to an agreement that governs the purchase and sale of display advertising services (the “Advertising Agreement”), in which case those terms apply. If an Advertising Agreement does not exist, then the IAB/AAAA Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less at the URL http://advertising.microsoft.com/international/iab-terms (access code: ms59436) (the “IAB Terms”) govern the purchase and sale of the Services and the remainder of this paragraph will apply. “Nevada” and “King County, Washington” are inserted into the respective placeholders in Section XIV(d) of the IAB Terms. "Media Company" means Microsoft Online, Inc., “Advertiser” means you, and "Agency" means the advertising agency acting on your behalf, if any. If an advertising agency is not acting on your behalf, where “Agency” is referred to in the IAB Terms that reference will be deleted and replaced with “Advertiser” and Sections II(b), II(d), and III(c) of the IAB Terms are deleted. Any reference to the term “website” or “websites” in the IAB Terms is also intended to include mobile websites and mobile applications. Undefined capitalized terms used in these Terms will have the meaning attributed to them in the IAB Terms unless otherwise indicated in this Addendum. You will be deemed to have entered into an “IO” with Microsoft upon clicking the “Save” button on the Promote Your App Webpage. In the event of any conflict or inconsistency between the IAB Terms or the Agreement, as applicable, and these Terms, these Terms will prevail. Microsoft may change these Terms, including the terms of the policies listed below, at any time, and such updated Terms will govern.

The following policies apply to the purchase and sale of Services that Microsoft may provide to you:

A. POLICIES AND OTHER TERMS THAT APPLY TO YOU:

1. Delivery Measurements. If you engage a party to provide Additional Reporting and related services, then (a) you are solely responsible for all costs associated with those services and the Additional Reporting; (b) Additional Reporting will not be the basis for determining ad delivery or billing; and (c) Microsoft does not guarantee the accuracy of any Additional Reporting. As between the parties, you are responsible for the actions of the party providing Additional Reporting and performing the related services. “Standard Reporting” means the industry standard, basic reporting generated by Microsoft (if Microsoft is serving the ad) or a third party ad server (if a third party is serving the ad) generated strictly from the act of loading an ad on a Microsoft property in response to a call from Microsoft’s ad server. “Additional Reporting” means any reporting other than Standard Reporting, including reporting regarding verification and viewability.

2. Intellectual Property. Microsoft retains ownership of all intellectual property rights associated with the Services and the Promote Your App Webpage, its technology and any enhancements or modifications thereof.

3. Warranties. At all times during the term of these Terms, you represent, warrant and undertake to Microsoft that:

a. You have the power and authority to enter into these Terms and to fully perform your obligations under these Terms;

b. You are a business and not a consumer;

c. You are authorized to act on behalf of any third party for which you facilitate purchase of the Services;

4. Term and Termination. Microsoft will have the right to immediately terminate or suspend, entirely or in part, your use of the Promote Your App Program with respect to either all or some of your Apps (as defined in the App Developer Agreement) at any time upon notice with respect to either all or some of your apps without cause or explanation. Microsoft will have no liability to you for any termination or suspension of this Addendum or the Advertising Agreement.

5. Remedy for Breach of Terms. If Microsoft reasonably believes that you have breached these Terms or that any of your Applications (as defined in the App Developer Agreement) are in violation of any applicable laws, regulations or Microsoft policies, then Microsoft will have the right to (a) immediately terminate or suspend, entirely or in part, Your use of the Promote Your App Webpage and the Services with respect to either all or some of your Apps and (b) suspend all payments due to you from Microsoft in connection with Microsoft's online advertising services. Except for payments made to Microsoft for which no Services were provided, Microsoft will have no liability to you for any termination or suspension under this section.

B. SPECIFIC TERMS THAT APPLY WHEN MICROSOFT PROVIDES THE FOLLOWING ADVERTISING INVENTORY:

1. Custom Solutions. For any custom solution, the terms found here apply: http://advertising.microsoft.com/custom-advertising-terms.

2. Third Party Data. If Advertiser or Microsoft uses third party data to inform audience segments for targeted advertising, each party will ensure that it has (a) obtained all user data in accordance with all applicable laws, including privacy laws; and (b) the right to use the user data in the manner contemplated by Microsoft’s targeted advertising programs.

3. Microsoft Media Network. If Microsoft is providing ad services on the Microsoft Media Network (“MMN”), then the terms in this paragraph apply to those services. Microsoft’s reporting of MMN impressions or other deliverables is the definitive measurement for calculating payments due to Microsoft from Advertiser. Microsoft will cease delivery of ads when the applicable maximum budget in agreed to between the parties is reached, unless otherwise agreed in writing by the parties. Deliverables available in MMN are not guaranteed. Microsoft Advertising reaches a global audience. Unless a United States based target is specified in these Terms, the parties agree that delivered impressions may include impressions from outside of the United States and these non-U.S. impressions are not an under delivery.

4. Mobile Placements. For mobile ad placements, reports generated by Microsoft or its designated agent will be the basis for billing.

5. Remessaging. If Advertiser is engaging in remessaging, Advertiser must provide the following on its site where Microsoft tracking tags are placed: (a) notice of data collection by Microsoft Advertising or third parties acting on behalf of Microsoft; and (b) a link to http://choice.live.com/Default.aspx . Please see Microsoft Advertising Remessaging Guidance for more information: http://advertising.microsoft.com/remessaging-guidance.

6. Windows Store Apps. Advertiser (or Agency on behalf of Advertiser) acknowledges that all placements will be site served by Microsoft. For all ads served in connection with the Promote Your App Program, reports generated by Microsoft or its designated agent will be the basis for billing.

EXHIBIT G: DEV CENTER BENEFITS PROGRAM ADDENDUM

Last Updated: April 29, 2015

This Dev Center Benefits Program Addendum (this "Addendum") is a supplement to the terms and conditions of the App Developer Agreement; Windows Store. Except as expressly modified by this Addendum, all of the terms and conditions in the App Developer Agreement, which is incorporated by reference herein, apply to your use of the Dev Center Benefits Program. Capitalized terms not otherwise defined herein have the same meanings provided in the App Developer Agreement.

1. The Program. The Developer Center Benefits Program (the “Program”) is an incentives program for Windows app developers of all experience levels. Under the Program, you may from time to time qualify to receive certain benefits (“Program Benefits”) from Microsoft or its third party partners.

2. How it Works. You will be automatically enrolled in the Program when you open a Store Account through the Developer Center. Program Benefits may become available from time to time during the Program term. If you qualify for Program Benefits, you will be able to access them through the Program page that will be available in the Developer Center. Follow the instructions to redeem or access the Program Benefits.

3. Program Benefits; Requirements and Limitations.

a. To qualify for many of the Program Benefits, you will need to have an active Store Account.

b. Program Level.

i. Some Program Benefits will be made available to only developers with certain app development expertise. For purposes of this Agreement, app development expertise will be known as “Program Level”.

ii. Your Program Level will be determined by Microsoft based on such things as your existing App performance, market relevance of your existing Apps, and customer feedback on your existing Apps.

iii. You may need to provide Microsoft with information about existing apps that you have on other platforms in order for Microsoft to determine your Program Level. You may also need to register with a third party service in order for Microsoft to verify this information. Microsoft is not responsible for such third party service. Your use of the third party service may be subject to that third party’s terms and conditions.

iv. Your Program Level may change during the Program Term.

c. Some Program Benefits may have additional qualifying criteria. You will need to meet the additional criteria in order to be eligible for these Program Benefits. Such criteria will be disclosed by Microsoft when the Program Benefits are made available.

d. Some Program Benefits may be subject to additional terms. By using such Program Benefits, you agree to be bound by these additional terms.

e. Some Program Benefits may be provided by third parties. Microsoft is not responsible for third party web sites, services or Program Benefits. Your use of such Program Benefits may be subject to that third party’s terms and conditions.

f. Program Benefits may be limited in number, change without notice and available for a limited time only or while supplies last. Some Program Benefits may be available in limited geographies and limited languages. Microsoft may substitute Program Benefits with a benefit of equal or greater value in the event supplies of a Program Benefit are exhausted.

4. Right to cancel, terminate, modify or suspend. Microsoft may, in its sole discretion, cancel, terminate, modify or suspend the Program, Program terms or any Program Benefits, in whole or in part. A Program Benefit may be withheld, reduced, or terminated or you may be removed from the Program, at any time and in the sole discretion of Microsoft. Microsoft may exercise its rights under this section for any reason, including, without limitation if you breach any of your obligations under this Addendum, or if you are suspected of committing fraud under this Program. In the event of such an occurrence Microsoft may post a notice on the Program page.

5. Releases. As a condition of your participation in the Program, you agree to release Microsoft from and against any and all liability, claims or actions of any kind whatsoever for injuries, damages, or losses to persons or property which may be sustained in connection with accessing the Developer Center, participating in any aspect of the Program, the receipt, ownership or use of any Program Benefit, or while preparing for, participating in or traveling to or from any Program Benefit-related activity (if applicable) or any typographical or other error in the Program terms and conditions. Microsoft makes no representations or warranties of any kind concerning the appearance, safety or performance of any Program Benefit, except for any express manufacturer’s warranty as may be included with the Program Benefit. Program Benefit recipients bear all risk of loss or damage to any goods received as Program Benefits. Microsoft is not responsible for any products and/or services offered as Program Benefits on the Developer Center by other participating companies.

 

 

Show:
© 2015 Microsoft