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Terms of Use

Updated February 2023

This Standard Contract (“Agreement”) governs your use of Offerings purchased through Microsoft AppSource or Azure Marketplace (“Marketplace”). It is between you (“Customer”) and the publisher (“Publisher”) of the Offering. Microsoft provides the template but is not a party to this Agreement.

Key points​

  • License grant: Offerings are licensed, not sold. You receive a nonexclusive, limited license for your own business use.
  • Duration: Subscription licenses expire at the end of the subscription term; metered licenses continue while you pay; other licenses become perpetual when paid in full.
  • Restrictions: No reverse engineering, unlawful use, splitting components, or unapproved transfers. Rights not expressly granted are reserved by the Publisher.
  • End users & affiliates: You control end-user access and remain responsible. Affiliates may use Offerings ordered for them, but enforcement remains with you.
  • Feedback: Shared voluntarily and may be used by the recipient without charge.

Privacy and data​

  • Parties comply with applicable data protection laws (including GDPR where relevant).
  • Standard Contractual Clauses apply to transfers from the EEA/Switzerland when required.
  • Customer is controller; Publisher is processor unless otherwise noted.
  • Subprocessors may be used with notice; you may terminate if you object.
  • Security measures will meet applicable data-protection requirements.

Confidentiality​

Non-public information marked or reasonably understood as confidential must be protected and only used for the business relationship. Limited disclosures are allowed to representatives under similar obligations or when required by law. Confidentiality for Customer Data lasts until deletion; other obligations last five years after receipt.

Service levels​

Publisher may offer SLAs for availability and support; details are provided by Publisher.

Compliance verification​

Publisher may verify license compliance (audits or self-audits). You must provide requested information. Unlicensed use requires ordering sufficient licenses. Related verification information is confidential.

Representations and warranties​

Publisher warrants authority to enter the Agreement, substantial conformance to documentation, no known IP infringement, and no malicious code. Publisher will follow applicable law (including data protection and anti-corruption). Except as stated, Offerings are provided “as is.”

Defense and indemnity​

  • By Customer: Defend and indemnify Publisher against claims arising from your or authorized users’ violations.
  • By Publisher: Defend and indemnify Customer against IP infringement claims and legal violations tied to the Offering, except where caused by Customer Data, third-party products, or unauthorized modifications.

Limitation of liability​

  • Liability is capped at direct damages not exceeding fees paid for the Offering (with specified higher caps for certain security breaches and thresholds for large subscriptions).
  • For free Offerings/distributable code: capped at US$5,000.
  • No indirect, incidental, special, punitive, or consequential damages.
  • Exceptions apply for confidentiality, defense obligations, IP violations, gross negligence, willful misconduct, or fraud.

Pricing and payment​

Microsoft invoices and charges per Marketplace Terms of Use and the applicable Order.

Term, termination, suspension​

  • Effective until terminated.
  • Either party may terminate without cause on 60 days’ notice (perpetual licenses remain; no refunds for unused subscription periods).
  • Either party may terminate for uncured material breach or insolvency; licenses end and unpaid amounts become due. Credits apply if Publisher breaches certain warranties.
  • Publisher may suspend use for material breach with reasonable notice.

Miscellaneous​

  • Agreement precedence: Order → this Agreement → SLA → Documentation.
  • Parties are independent contractors; no exclusivity or third-party beneficiaries unless stated.
  • Assignments allowed to Affiliates or in connection with mergers/acquisitions (with notice/consent rules).
  • Severability, no waiver by silence, notices in writing, and governing law depends on where the Offering was acquired (US/Canada: local state/province law; elsewhere: local country law).
  • Compliance with applicable laws, including export and anti-corruption, is required.

Definitions (summary)​

  • Affiliate: Entity controlling, controlled by, or under common control.
  • Customer Data: Data provided through use of the Offering (excluding Support Data).
  • Documentation: Manuals, guides, and materials for the Offering.
  • Offering: Services, solutions, platforms, or products provided under an Order.
  • Order: The ordering document used in the Marketplace.
  • Personal Data: Information relating to an identified or identifiable person.
  • Support Data: Data provided to Publisher to obtain technical support.

This summary follows the Microsoft Commercial Marketplace Standard Contract template and retains the substantive meaning of the original terms.