MICROSOFT STORE
Version 8.10
Publish Date: September 12, 2025
Effective Date: October 14, 2025
App Developer Agreement
Thank you for your interest in building apps for Windows. This App Developer
Agreement; Microsoft Store (this "Agreement") includes the Exhibits and all documents expressly
referenced herein and describes the relationship between you, as an entity or individual who
accesses Partner Center (“you”), and Microsoft Corporation ("Microsoft," "we," "us" or "our"), and
governs your use of Partner Center and the Microsoft Store to make Apps and In-App Products
available to Customers.
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 as of the earlier of the
Effective Date first written above or the date on which you first accept these 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 or In-App Products 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 or extension that can be
submitted to Partner 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, video
trailers, User Generated Content, 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.
"Certification" means Microsoft's process for testing the compliance of
Apps with the applicable Certification Requirements. An App is "Certified" when Microsoft (or
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Microsoft's designated certification provider) confirms that the App has completed and passed
Certification and (ii) the App is packaged and signed with a Microsoft-issued certificate.
g.
"Certification Requirements" means the technical, functional, content, and
other policy requirements provided by Microsoft, including, but not limited to the Microsoft
Store Policies available at
http://go.microsoft.com/fwlink/p/?LinkID=512933
, or other location(s)
specified by Microsoft, for Apps In-App Products, and other content offered through the Store
or your App.
h.
"Commerce Expansion Adjustment" means: an additional percentage of
Net Receipts for an App or In-App Product which will be retained by Microsoft for certain types
of transactions in certain countries or regions The Commerce Expansion Adjustment will be
equal to: (i) 10% for all transactions that are completed by Customers using a gift card or
mobile operator billing as their form of payment; or (ii) as specified at
http://go.microsoft.com/fwlink/p/?linkid=248127
(which terms may be updated from time to
time) for all applicable Microsoft Store transactions subject to the Store Fee set forth in 6(b).
i.
"Covered Parties" means, collectively, Microsoft, Microsoft's Affiliates,
authorized resale partners pursuant to Exhibit C, and network operators that provide billing
services for the Store.
j.
"Customer" means any end user customer of the Store who seeks or
acquires an App or In-App Product, regardless of whether such Customer pays a fee to
obtain the App or In-App Product.
k.
"Documentation" means Partner Center and the Certification
Requirements, and such other Store materials and information Microsoft makes available
to developers from time to time.
l.
"Data Protection Law" means any law, rule, regulation, decree, statute, or
other enactment, order, mandate or resolution relating to data security, data protection and/or
privacy, including but not limited to Regulation (EU) 2016/679 of the European Parliament and
of the Council of 27 April 2016 on the protection of natural persons with regard to processing of
personal data and the free movement of that data ("GDPR") and the California Consumer Privacy
Act ("CCPA"), and any implementing, derivative or related legislation, rule, regulation, and
regulatory guidance, as amended, extended, repealed and replaced, or re-enacted.
m.
"Educational Institutions" means educational entities and includes
administrative offices, boards of education, public libraries, and museums.
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.
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o.
"Game" means any App that is submitted to the Store and categorized by
Microsoft into the "Games" or other similar category in the Store, or any App that in Microsoft's
sole discretion is primarily intended to provide users with gaming functionality, including any
game-streaming or gaming subscription apps.
p.
"In-App Product" means a supplementary digital item including
downloadable additional content for an App that is offered to a Customer for acquisition
through the Store, whether on a fixed or recurring basis; after an In-App Product is acquired by
a Customer, it is delivered to the App by the developer.
q.
"Microsoft Account" means the unique username and password that
identifies a customer of Microsoft services.
r.
"Microsoft Mark" means the Store logo, icon, and download badges
described at
http://go.microsoft.com/fwlink/p/?linkid=254841
.
s.
"NDA" means the Microsoft Corporation nondisclosure agreement
between you and Microsoft, if any.
t.
"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(g) (or
paragraph 3 to Exhibit C, as applicable) 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.
u.
"Organization" means a third-party company, educational institution,
governmental agency, or other organization.
v.
"Partner Center" means a website, currently available at
https://partner.microsoft.com, or other Microsoft owned and operated interface, 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.
w.
"Personal Information" means any information relating to an identified or
identifiable natural person ("Data Subject") and any other data information that constitutes
personal data or personal information under any applicable Data Protection Law. An identifiable
natural person is one who can be identified, directly or indirectly, in particular by reference to an
identifier such as a name, an identification number, location data, an online identifier or to one
or more factors specific to the physical, physiological, genetic, mental, economic, cultural or
social identity of that natural person.
x.
"Promotional Code" means a Microsoft-generated code that is
redeemable by customers for Apps and/or In-App Products in the Store.
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y.
"Standard Application License Terms" or "SALT" means the Customer
license agreement made available by Microsoft as set forth in Exhibit G (or another location
specified by Microsoft).
z.
"Store" or "Microsoft Store" means a Microsoft owned or operated
platform (including any services that allow users to access content from the platform), however
named, through which Apps and In-App Products may be offered to or acquired by Customers.
Unless otherwise specified, Store includes the Microsoft Store, the Windows Store, the Xbox
Store, and the Microsoft Edge Add-ons site.
aa.
"Store Account" means a service account for Partner Center, which
includes a user name and password.
bb.
"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 and providing the services set out in this Agreement other than those covered by
the Account Fee or any other separately identified fee.
cc.
"USD" means United States Dollars.
dd.
"User Generated Content" means content in any format, including
graphics, text, or voice content, which originates from end users or Customers and is published
through or as part of the App.
ee.
"Windows Device" means an electronic device that is capable of running
Apps.
ff.
"Xbox network services" means those online gaming features that
Microsoft makes available via its Microsoft Game Development Kit.
2.
STORE ACCOUNT. To access Partner Center and submit Apps to the Store, you must
open a Store Account through Partner 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. If your intended distribution of Apps or In-App Products through the Microsoft
Store is in relation to your business, trade, or profession, your Store Account must be a Company
account type. By choosing an Individual or Company account type during the Store Account sign-
up process, you thereby declare such status. Please review additional information on Store
Account types at the following link:
https://aka.ms/accounttypes
. Microsoft will use the email
address associated with your Store Account to inform you about updates, changes, or issues
regarding your Store Account, Apps and In-App Products, this Agreement, and other information.
It is your responsibility to ensure that such contact information is kept current. You agree that
Microsoft may publicly display in the Store the email address that you provide in
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Partner Center for customer support purposes. Your Store Account is only for use by you and the
individuals you authorize as your delegates in Partner 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 Partner 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 failing to provide any required tax information, by
engaging in dishonest or fraudulent activity, by failing to maintain an active state in the Store
catalog, or by repeatedly submitting Apps or In-App Products that violate this Agreement
(including any requirements in the Documentation), 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 and In-App Products from the Store, delete App ratings and reviews, retain associated
Account Fees (if any), and pursue any other remedies available to Microsoft (including, where
appropriate, the retention of any App Proceeds otherwise owed to you). In deciding whether to
take such actions, Microsoft will consider the severity of any violations, number of previous
violations, proportionality of violations to other Store activity, and the fundamental rights of all
parties involved. When Microsoft revokes or suspends your Store Account you will receive a
written notice of such revocation or suspension that provides you with an opportunity to respond
to Microsoft and ask for reinstatement of your Store Account. All such reinstatement requests
should be sent to the following internal complaint-handling address: reportapp@microsoft.com.
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, available
at https://go.microsoft.com/fwlink/?linkid=221807, to test your
App on Windows 8, Windows 10, or successor operating system.
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
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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, the Certification Requirements,
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,
available at
http://go.microsoft.com/fwlink/p/?LinkID=224390.
h.
App Availability. Microsoft has no obligation to make available any App or
In-App Product 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 anywhere in the Store.
j.
Promotional Codes. If you select the Promotional Code offer in Partner
Center, then you grant Microsoft, its agents, Affiliates, licensees and retail partners the right to
use your App Assets in connection with the manufacture, distribution, promotion, and marketing
of Promotional Codes. You may not offer or distribute Promotional Codes in any manner except
as follows:
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i.
Promotional Codes provide free downloads of your App and In-App
Product and can be used by Customers to acquire content available in
the Microsoft Store.
ii.
You are provided a limited number of Promotional Codes that can
each be used a limited number of times for each App or In-App
Product 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.
iii.
You forfeit revenue for your App or In-App Product if you give out
Promotional Codes.
iv.
You shall not resell the Promotional Codes or get any payment for
them.
v.
You shall distribute Promotional Codes only to Customers of the
appropriate age, corresponding to the Promotional Codes you
generate.
vi.
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.
k.
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, (vi) complaint(s) about the
content or quality of your App or In-App Product, or (vii) your actual or potential violation of any
applicable law, regulation, or regulatory guideline. Microsoft also may disable previously
downloaded copies of an App or In-App Product if Microsoft believes that the App or In-App
Product could cause harm to end users or their devices, third parties (including any Covered
Parties) or any network, or to comply with any legal requirement, government order, or lawsuit
settlement. Unless your App or In-App Product that accrued App Proceeds is removed or disabled
for breach of the terms of this Agreement or the Documentation, or in response to an
infringement allegation, Microsoft will pay to you the amounts owed, if any, in connection with the
distribution of your App or In-App Product that accrued App Proceeds before removal or
disablement. Microsoft's termination and suspension rights are without prejudice to its other rights
and remedies.
l.
Complaint Handling (Appeals). When Microsoft (i) terminates, removes or
suspends the availability of your Store Account, App, or In- App Product; (ii) declines to Certify
your App or In-App Product; or (iii) declines to remove or suspend the availability of a third
party’s Store Account, App, or In-App Product in response to a claim made by you in accordance
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with Section 3(g) above or other claim of illegal content: you will receive a written notice of such
decision that provides you with the reasons for such decision by Microsoft and an opportunity to
ask Microsoft for reconsideration of the decision. All such appeals should be sent to the following
email address:
reportapp@microsoft.com
. Microsoft will conduct a diligent, objective, and
proportionate review of such appeals, with due regard to the fundamental rights of all parties
involved. Microsoft will conduct such review or notify you of its status within 10 business days,
and Microsoft will inform you by email of its final decision and the reasons for it.
m.
Modification or Discontinuance. The Store and Partner Center are the
property of Microsoft. Microsoft may, in its sole discretion, change or discontinue the Store and
Partner Center at any time.
4.
APPOINTMENT AS AGENT, COMMISSIONAIRE; LICENSES.
a.
Appointment of Microsoft.
i.
Microsoft's role is to provide the technology and services to enable the
Store, and to facilitate the purchase by Customers of Apps and In-App
Products through the Store. 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 each App and/or In-App
Product that is acquired through the Store.
ii.
If you utilize the Microsoft commerce platform (or any billing system
provided by a Microsoft Affiliate or mobile operators designated as a sub-
agent by Microsoft) to support the purchase of your App or any In-App
Products and have appointed Microsoft as agent or commissionaire, then
you also acknowledge that: (i) Microsoft will receive on your behalf
amounts that a Customer pays when they acquire any App and/or In-App
Products through the Store; (ii) the Microsoft services provided to you
include the processing of purchases, returns, and chargebacks for you
arising out of the purchase by Customers of Apps and In-App Products;
and (iii) Microsoft will make payments to you in accordance with Section
6(c). You give Microsoft the right to appoint any Microsoft Affiliates and
mobile operators as sub-agents and also grant any Microsoft Affiliates
appointed by Microsoft as sub-agents the right to appoint other Microsoft
Affiliates as sub-agents.
iii.
If you utilize the Microsoft commerce platform (or any billing system
provided by a Microsoft Affiliate or mobile operators designated as a sub-
agent by Microsoft) to support the purchase of your App or any In-App
Products, and have appointed Microsoft as agent or commissionaire, then,
for any transactions that involve a purchase of your App or In-App Products
by an Australian Customer (as determined by Microsoft), you understand
and agree that Microsoft has assigned its right to act as your agent or
commissionaire, as applicable, and solely to the extent required to allow
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Microsoft to manage the local tax collection requirements in Australia with
respect to the purchase of your App or In-App Products by an Australian
Customer, to Microsoft Regional Sales Corporation, located at 438B
Alexandra Road #04-09/12 Block B, Alexandra Technopark Singapore
119968 ("MRS"), or Microsoft Pty Ltd, located at 1 Dennison St, North
Sydney, NSW 2060, Australia ("MPL"), and you and MRS or MPL (as the case
may be) agree for the purposes of Section 84-60 of the AU GST Act that:
(I)Section 84-55 of the AU GST Act applies to sales of your Apps or In-App
Products made available by you through the Store as if such sales were an
inbound intangible consumer supply; and (II) for the purposes of the GST
law, MRS or MPL (as the case may be) is treated as the supplier of and as
making the supply for consideration for which it was made. MRS and MPL
will charge Store Fees to VAT/GST registered developers and any other
developer identified as a business. Microsoft or its Affiliates will charge
Store Fees to developers not identified as VAT/GST registered to ensure
compliance with VAT rules in other countries. The terms "consideration,"
"GST," "GST law," and "inbound intangible consumer supply" in this section
have the meanings given to those terms in the A New Tax System (Goods
and Services Tax) Act 1999 (the "AU GST Act").
iv.
If you utilize the Microsoft commerce platform (or any billing system
provided by a Microsoft Affiliate or mobile operators designated as a sub-
agent by Microsoft) to support the purchase of your App or any In-App
Products, and have appointed Microsoft as agent or commissionaire, then,
for any transactions that involve a purchase of your App or In-App Products
by a New Zealand Customer (as determined by Microsoft), you understand
and agree that Microsoft has assigned its right to act as your agent,
commissionaire, or reseller, as applicable, and solely to the extent required
to allow Microsoft to manage the local tax collection requirements in New
Zealand with respect to the purchase of your App or In-App Products by a
New Zealand Customer, to Microsoft New Zealand Limited, located at Level
5, 22 Viaduct Harbour Avenue, PO Box 8070, Symonds Street, Auckland
1150, New Zealand ("MSNZ"). Where applicable, you and MSNZ agree that:
(I)
for the purposes of Section 60(1AB) of the NZ GST Act that MSNZ, and
not you, are treated as making the supply of your App or In-App Products to
customers located in New Zealand in the course and furtherance of a
taxable activity carried on by you; and (II) for the purposes of Section 60(1B)
of the NZ GST Act that the supply of your App or In-App Products to New
Zealand Customers is treated for the purposes of the NZ GST Act as two
separate supplies, being: (a) a supply of goods and services from you to
MSNZ; and (b) a supply of goods and services from MSNZ to the Customers,
treating MSNZ as if it were the principal for the purpose of the supply. MRS
and MSNZ will charge Store Fees to VAT/GST registered developers and any
other developer identified as a business. Microsoft or its Affiliates will charge
Store Fees to developers not identified as being VAT/GST registered to
ensure compliance with VAT rules in countries other than New Zealand.
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Where applicable, the terms used in this sub-section, but not otherwise
defined in this Agreement, have the meanings given to those terms in the
Goods and Services Tax Act 1985 ("NZ GST Act").
v.
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 or
In-App Product to Microsoft by submitting it to the Store catalog; but, except for any material
subject to any FOSS licenses, you grant to Microsoft, in its capacity as your agent, or
commissionaire, the worldwide right to: host, install, run (including causing Your App to make
connections, communications, uploads, or downloads over a network as needed to engage in
Your App's features and functionality), 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 Partner 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 or In-App Product and conducting penetration or other testing for identification of
security vulnerabilities; creating, maintaining, and updating Store services and tools intended to
benefit acquisition, installation, runtime, and performance experiences for Your App's customers;
and, solely when You utilize the Microsoft commerce platform (or any billing system provided by
a Microsoft Affiliate or mobile operators designated as a sub-agent by Microsoft) to support the
purchase of your App or any In-App Products in Your App: calculating, collecting, and remitting
required taxes. Microsoft may also evaluate your App or In-App Product 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.
FOSS Licenses. Your App, In-App Products, and App Assets must not
infringe or misappropriate any intellectual property or personal right of any third party. If any
portion of your App or In-App Product’s code is licensed from a third party or licensed under
any FOSS License, you are solely responsible for: (i) compliance with those license terms and
conditions including any source code availability requirements, and (ii) ensuring that Microsoft,
in its capacity as your agent or commissionaire, has the necessary rights to perform its
obligations to you under this Agreement.
d.
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 or In-App Product in any and
all media, including the Microsoft Affiliate Program, and (iii) in any marketing, presentations,
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demonstrations, trade shows, industry events, and press releases, for the App, In-App Product,
Windows, Windows Phone, Xbox hardware and accessories, Xbox network services, Xbox.com
and other Windows, Windows Phone and/or Xbox-related websites and each of their successor
platforms, and/or any other Microsoft websites, 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).
e.
Removing an App Listing. If you use the functionality in Partner 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.
f.
Product Ratings. The Store allows users to comment on and rate Apps, and,
if applicable, In-App Products. Your Apps and In-App Products may be subject to user ratings
and/or comments with which you may not agree. You may not attempt to manipulate ratings or
comments for your App and In-App Products or any other App and In-App Products. You may
contact Microsoft if you have any questions or concerns regarding these ratings.
g.
Product Ranking, Placement, and Marketing. Microsoft may use product
ratings and other information it collects about your App or In-App Products to determine the
ranking, placement, and marketing of Apps and In-App Products in the Store. For more
information about Microsoft’s compliance with Applicable Laws that govern Microsoft’s
disclosure of its marketing and placement practices for certain Apps and In-App Products, please
review the following disclosure statement:
https://aka.ms/disclosurepolicypdf
. You may not
attempt to manipulate the rankings for your App and In-App Products or any other App and In-
App Products.
h.
Privacy Policy. You must maintain a privacy policy if (1) your App or In-App
Product 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
this Agreement and applicable laws and regulations, including but not limited to Data Protection
Laws applicable to you, (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. You will maintain a prominent link to your privacy policy in a reasonable
location, such as within your App (in addition to a link on the Store product detail page), to
ensure that Customers will encounter the link at or before the point of collection of any Personal
Information. Covered Parties' privacy policies will not apply to a Customer's use of your App or
In-App Product. Before obtaining Personal Information from Customers, you must obtain their
legally valid permission or have another valid legal basis to process their data. If obtaining user
permission, such permission must comply with applicable law, including but not limited to Data
Protection Laws applicable to you, as valid consent.
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i.
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 or In-App Product (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 or In-App Product, as applicable for the
market(s) where your App or In-App Product is made available. If you provide your own license
agreement, your license must, at a minimum, provide the Customer with App or In-App Product
download, streaming, and usage rights that are no more restrictive than the download, streaming,
and usage rights set forth in the Microsoft Usage Rules, available at
http://go.microsoft.com/fwlink/p/?LinkId=723143, that are applicable to your App or In-App
Product.
j.
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 and any In-App Product, 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. Microsoft is the sole
owner of the Microsoft Marks and associated goodwill, and the sole beneficiary of the goodwill
associated with your use of the Microsoft Marks. You will not acquire any right, title or interest in
the Microsoft Marks because of your use of the Microsoft Marks. You hereby assign and will assign
in the future any rights you may acquire in the Microsoft Marks as a result of your use of the
Microsoft Marks under this license, along with the associated goodwill. You will reasonably assist
Microsoft at Microsoft's expense in protecting the Microsoft Marks. Microsoft will determine, in its
sole discretion, whether to take legal action to enforce or defend its rights in the Microsoft Marks
and will control any legal action concerning the Microsoft Marks.
5.
APP REQUIREMENTS. Each App or In-App Product 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 all other materials provided to you by Microsoft, as 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) all Data Protection Laws applicable to you
relating to collection and use of Personal Information by you or 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
13
(v) tax laws, regardless of the origin of your App. The parties to this Agreement acknowledge that
the Apps and In-App Products may be subject to applicable trade laws in one or more countries.
You will comply with all relevant laws and regulations applicable to the import or export of the
Items, including but not limited to, trade laws such as the U.S. Export Administration Regulations
or other end-user, end use, and destination restrictions by the U.S. and other governments, as
well as sanctions regulations administered by the U.S. Office of Foreign Assets Control (“Trade
Laws”). If you are required to make any disclosures to consumers prior to sale or download of
the App or In-App Product, you must provide those in the App description field (unless they are
provided elsewhere in the Store product description page). Disclosures provided on the Store
product description page may include your full contact information and information about in -
app purchases available in an App. You must make such notices sufficiently prominent as is
required by local law. Your App or In-App Product must be lawfully distributable to all
jurisdictions in which you choose to make your App or In-App Product available through the
Store, without additional review, approval, license, or technology-based restriction by any
governmental entity. You must disclose to Microsoft any controlled technology employed, used
or supported by your App or In-App Product, and you must take any action reasonably requested
by Microsoft if necessary for Microsoft to comply with its legal obligations. You may not use the
Store or any services or tools made available for the development of Apps or In-App Products
for, or to permit others to carry out, any illegal activity, including breach of contract.
c.
Third Party Rights. Your App In-App Products, 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.
In-App Commerce. You may elect to make In-App Product(s) available for
purchase from within your App. For any non-game In-App Products made available to Microsoft
Store customers on supported Windows devices (which excludes In-App Products made available
in non-game Apps on Xbox consoles) you may make use of a secure third-party commerce
engine to support the purchase of any In-App Product(s) that are or can be consumed or used
within your App. For: i) all Games and In-App Products in Games (including subscriptions)
available on any device and, ii) all Apps (and In-App Products made available in such Apps) made
available on Xbox consoles, you must use Microsoft’s commerce engine for the purchase of such
Game or App, or any In-App Products that are or can be consumed or used within such Game or
App.
e.
Commerce Platform Requirements. Purchases made on a third-party
commerce engine are not subject to the Store Fee, but are still required to comply with our
Certification Requirements. Any in-app purchase functionality that you offer for purchase of any
product or service 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
14
limitation any terms regarding the Store Fee, Certification Requirements, licensing requirements, and
tax requirements. If your App allows any purchase to be made from within the App you must
prominently disclose in your product description that in-app purchase functionality is available.
f.
Xbox network services. If you elect to enable Xbox network services
within your App, you will submit your App through the Xbox certification process, and you
must agree to and comply with the terms and policies related to Xbox network services,
available at
http://go.microsoft.com/fwlink/p/?LinkId=529963.
You understand that enabling
Xbox network services may cause your App to collect Personal Information.
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.
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, plus taxes, if
applicable, 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. You are responsible for accurately
describing all subscription offers and associated terms and conditions in accordance with
Section 5(b) and all applicable laws.
i.
App Content Information. You are solely responsible for appropriately
identifying the content type for, and providing accurate information to, Microsoft with respect
to the Apps and In-App Products you make available in the Store.
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 or Organizations by selecting one of the
price points that are consistent with the price points specified by Microsoft in the
Documentation for the applicable Store; and if your App uses the Microsoft commerce engine to
support purchase of the App or any In-App Purchases within the App, 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. Except as otherwise provided in this
Agreement, you shall be solely responsible for all App and In-App pricing practices, which shall,
at a minimum, comply with all applicable laws, regulations, and regulatory guidance.
b.
Store Fees. If your App uses the Microsoft commerce engine to support
purchase of the App or any In-App Purchases within the App, the Store Fee (plus any taxes
due in connection with the payment of such Store Fee, if applicable) you owe to Microsoft will
be deducted from Net Receipts to calculate the App Proceeds payable to you in accordance
with this Section 6. The Store Fee is due in connection with the payment of such Store Fee, if
applicable) you owe to Microsoft will be deducted from Net Receipts to calculate the App
Proceeds payable to you in accordance with this Section 6. The Store Fee is:
15
i.
Fifteen percent (15%) of Net Receipts for any Apps (and any In-App
Products in such Apps, including) that are not listed in Section 6(b)(iii)
below.
ii.
For all Net Receipts generated on or after August 1, 2021: Twelve
percent (12%) of Net Receipts for any Games (and any in-App
Products in such Games) that are not listed in Section 6(b)(iii).
iii.
Thirty percent (30%) of Net Receipts for:
1.
all Xbox console Apps made available in the Microsoft Store and
billed to Customers on a non-subscription basis;
2.
all Xbox console Games made available in the Microsoft Store
3.
all In-App Products acquired on a non-subscription basis by
Customers in the Microsoft Store on an Xbox console and
4.
all Apps and In-App Products acquired by Customers in the
Microsoft Store on Windows 8 devices; or Microsoft Store on
Windows Phone 8 devices.
c.
Payment Terms and Processing. If your App uses the Microsoft
commerce engine to support purchase of the App or any In-App Purchases within the App,
Microsoft will pay you any applicable App Proceeds due and payable to you under this
Agreement in accordance with this Section 6(c). Payments generally occur on a monthly
basis and are subject to adjustment by Microsoft, if they meet the applicable thresholds
outlined in the Payment thresholds and methods section of Microsoft Partner Center
located at
https://go.microsoft.com/fwlink/?linkid=2199849
. Microsoft will pay you any 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, goods and
services, value-added, or similar taxes that may be chargeable by you to 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 an App or In-App Product when Microsoft receives payment from the Customer,
16
and any failure by Microsoft to remit the amounts owing to you will not affect a Customer's
rights to an App or In-App Product.
d.
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 any. 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 any App Proceeds if appropriate under
the circumstances.
e.
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, goods and services, value-added, or similar
taxes (if any) in connection with the Store Fee that Microsoft collects from you. You must provide
accurate information regarding your tax profile as requested by Microsoft. If you complete and
submit to Microsoft a Certificate of Foreign Status, you (1) hereby represent and warrant that
your services are not provided in the U.S.; or (2) must notify Microsoft via e-mail to
us_services_notify@microsoft.com that your services are performed in the U.S. If Microsoft is
required to withhold any taxes 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,
as required, and solely to the extent within Microsoft's ability, as determined in its sole discretion,
obtain an official receipt for any such taxes withheld and deliver such receipt to you. 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. If a Customer is required
to withhold any taxes on the purchase of your Apps or In-App Products, the amount to be paid
by Microsoft to you will be reduced by such withheld amount, and Microsoft will not provide to
you any receipt for any such withheld taxes. If you are located in Australia, wish to submit paid
Apps or In-App Products to the Store for distribution by Microsoft (or any sub- agents appointed
in accordance with Section 4(a) of this Agreement) as your agent or commissionaire, you: (i) are
required to be registered for Australian Goods Services Tax ("AU GST"), (ii) must provide
Microsoft with your Australian Business Number, and (iii) must affirm that you are AU GST
registered when setting up your Store Account. If you are located in New Zealand and wish to
submit paid Apps or In-App Products to the Store for distribution by Microsoft (or any sub-
agents appointed in accordance with Section 4(a) of this Agreement) as your agent or
commissionaire, you: (i) are required to be registered for New Zealand Goods and Services Tax
("NZ GST") and (ii) must affirm that you are NZ GST registered when setting up your Store
Account. If you are in a country that recognizes a sale to Microsoft as a taxable supply for
VAT/GST purposes, that supply is deemed to be made to Microsoft exclusive of VAT. Microsoft
makes no warranty that its collection of taxes as related to agency transactions in the countries
listed in Exhibit A discharges developer from your own tax obligations.
f.
Refund, Reconciliation and Offset. You are solely responsible for, and we
will deduct from any App Proceeds that we pay to you, all costs and expenses that we incur on
your behalf for returns and chargebacks of your App or In-App Products, including the full
17
refund and chargeback amounts that we paid or credited to Customers, unless Exhibit C applies
to the transaction. Refunds and/or chargebacks paid by Microsoft to the Customer 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.
g.
Taxes on App Transactions for Apps That Use Microsoft’s Commerce
Engine. If your App uses the Microsoft commerce engine to support purchase of the App or any
In-App Purchases within the App, 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 Products. 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.
h.
Taxes on App Transactions for Apps That Do Not Use Microsoft’s
Commerce Engine. Microsoft will not be responsible for collecting or remitting any taxes in
connection with Customers’ acquisition of your App or In-App Product(s) in your App. It is your
responsibility to understand when applicable law requires you to issue Customers a tax invoice in
connection with their acquisition of your App or In-App Product(s) in your app and to issue that
invoice when required. Microsoft may grant Customers the ability to contact you in order to
obtain any required tax invoices.
i.
Tax Remittance Exclusions. Further, for the sake of clarity, and
notwithstanding anything to the contrary set forth in this Agreement, Exhibit A, or Exhibit C,
Microsoft will not be responsible for collecting and remitting telecommunications taxes or any
similar taxes in connection with Customers' acquisition of your App or In-App Product. You
acknowledge and agree to cooperate with Customers to facilitate the furnishing, exchange,
transmittal or other provision of tax documentation, and such cooperation includes, but is not
limited to, authorizing Microsoft to grant Customers the ability to contact you in order to obtain
any required tax invoices.
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.
If you are a business or other legal entity and not an individual, then the
individual entering into this Agreement on your behalf represents that he or she has all necessary
legal authority to bind you to this Agreement;
18
c.
Your App, App Assets, and In-App Product, together with all advertising
or other materials or websites 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, as well as all applicable laws, regulations,
and regulatory guidance;
d.
Listing, distribution, and monetization of your App or In-App Product 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;
e.
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
f.
The information you provide to Microsoft under or in connection with this
Agreement is true, accurate, current, and complete.
8.
CONFIDENTIALITY. If you have an existing NDA with Microsoft, then that
agreement applies to information exchanges. If not, then 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. 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; Data.
a.
Reporting. Microsoft will provide you the reporting capabilities we are
required to provide under applicable tax laws and regulations. The reporting available to you
through Partner 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.
Error Reporting Data. Microsoft may, at its discretion, provide you with app
crash data ("Error Reporting Data"). If Microsoft exposes you to any Personal Information in the
Error Reporting Data, then between you and Microsoft, that Personal Information is Microsoft
Confidential Information. 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, and not to disclose it for any purpose. You agree to inform Customers in your privacy
19
policy about Error Reporting Data that you collect and use. If the Error Reporting Data provided
to you includes any Personal Information, you agree to delete such Personal Information within
thirty (30) days after receipt, and to return to Microsoft or destroy that information immediately
upon Microsoft's request. During such thirty (30) days, you must store any Personal Information
only on a secure server with access to such server limited to you, or if an entity, your regular
employees. The following types of non-personally identifiable data can be retained beyond 30
days, also on a secure server with limited access: counts of error entities (e.g., buckets, events,
failures), version ranges, application names, module names, exception codes, problem classes,
failure offsets, extracted symbolic information including: call stacks and symbols, loaded and
unloaded module lists (including names, versions, and linker generated information, timestamps,
checksum, size). If you are served with a court order compelling disclosure of any Personal
Information, you will oppose the order, will notify Microsoft of such order, and will provide
Microsoft the opportunity to intervene before you file any response to the order. You agree to
conduct an audit on at least an annual basis to verify your compliance with the terms of this
section.
c.
App Analytics Data. Microsoft may, at its discretion, provide you with
information derived from the Microsoft Store related to telemetry, performance, acquisitions,
views, or other data relevant to your App, App Assets, or In-App Product ("App Analytics
Data"). If Microsoft exposes you to any Customer Personal Information in the App Analytics
Data, then between you and Microsoft, that Personal Information is Microsoft Confidential
Information. You agree to use App Analytics Data solely for improving your App. Further, you
agree not to provide any App Analytics Data to third parties (except for a third-party service
provider who is assisting you in processing and analyzing such data on your behalf and who is
not permitted to use it for any other purpose or disclose it to any other party). You are not
permitted to aggregate (or to permit any third party to aggregate) the App Analytics Data with
any third-party data. You must not use App Analytics Data to attempt to identify or derive
information about any particular end-user or device.
10.
DISCLAIMER, LIMITATION OF LIABILITY, AND DEFENSE OF CLAIMS.
a.
DISCLAIMER OF WARRANTY. WE PROVIDE THE STORE AND PARTNER
CENTER "AS-IS," "WITH ALL FAULTS," AND "AS AVAILABLE." YOU BEAR THE RISK OF USING THE
STORE AND PARTNER 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 PARTNER 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, COVERE D PARTIES
EXPRESSLY DISCLAIM ANY WARRANTIES THAT ACCESS TO, OR USE OF, THE STORE OR
PARTNER CENTER WILL BE UNINTERRUPTED OR ERROR FREE.
b.
LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, MICROSOFT AND EACH OF ITS COVERED PARTIES SHALL HAVE NO LIABILITY
FOR AND DEVELOPER RELEASES MICROSOFT AND EACH OF ITS COVERED PARTIES FROM, ALL
DAMAGES, COSTS AND LIABILITIES ARISING FROM OR RELATED TO ANY CONSEQUENTIAL,
SPECIAL, INDIRECT, PUNITIVE, ECONOMIC OR INCIDENTAL DAMAGES OR DAMAGES FROM
20
LOSS OF DATA OR LOST PROFITS. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF
MICROSOFT AND ITS COVERED PARTIES ARISING OUT OF OR RELATING TO THIS AGREEMENT,
REGARDLESS OF THE THEORY, EXCEED AN AMOUNT EQUAL TO YOUR ACCOUNT FEE (OR $1, IF
THERE IS NO ACCOUNT FEE). 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 functionality of, the use of, or the
inability to use the App or In-App Product, including any claims relating to or arising out of
product refunds, product liability, or misleading advertising; (v) alleging that use of your App
or In-App Product caused or contributed to any harm or injury to any person or damage to
property; (vi) 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; or (vii) which Microsoft is obligated to pay due to
its reliance on information you provided to Microsoft pursuant to Section 6(g); (viii) arising
from any action taken by Microsoft in relation to your Partner Center account if Microsoft took
such action in reliance on information you provided to Microsoft. 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. You may terminate
this Agreement upon written notice to Microsoft during the 15-day period that begins when
Microsoft provides you with notice of its intent to make material changes to the App Developer
Agreement, with such termination being effective on the latter of: a) the date that is fifteen days’
after the date that Microsoft first provided you with notice of its intent to make any material
21
changes to the Agreement, or b) the date that Microsoft receives your termination notice.
b.
App Retention After Termination or Removal. If you or Microsoft terminate
this Agreement or you request that Microsoft remove your App or In-App Product from the
Store, Microsoft may retain a copy of the affected App(s) or In-App Product(s), indefinitely.
Unless the App or In-App Product 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) or In-App Product(s) to Customers who previously downloaded the
App(s) or In-App Product(s) under the terms of the Customer's existing license, or for storage
management, backup and restore, or technical reasons.
c.
Effect of Termination. Within 30 days of termination of this Agreement,
Microsoft will remove all of your Apps and In-App Products from the Store and terminate your
access to your Store Account (including access to any information you stored in Partner Center
while using the Store Account).
12.
MISCELLANEOUS
a.
Notices. All notices that you provide to Microsoft under this agreement
must be sent to the following email alias:
mktlegal@microsoft.com
. 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 Partner Center.
b.
Disclosure of Information. 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.
Role of Parties. With respect to the Personal Information collected from
Customers, you and Microsoft agree that both you and Microsoft are independent data
controllers, and not joint controllers, as defined in the GDPR, of the Personal Information that
each independently Processes.
e.
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
22
Agreement, be responsible for the performance of such third parties.
f.
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; and you irrevocably consent to the
exclusive jurisdiction and venue of the state and federal courts located in King County,
Washington.
g.
Out-of-Court Dispute Resolution. Should any appeal you submit to
Microsoft pursuant to the procedures described in Section 3(l) of this Agreement and related to
the provision of services by Microsoft to users located or having their place of establishment in
the European Union not be resolved, you are entitled to select any out-of-court dispute
settlement body within the European Union that has been certified by the Digital Services
Coordinator of the European Union Member State where the settlement body is established to
resolve such dispute. Such settlement body shall not have the power to impose a binding
settlement of the dispute upon the parties. Both parties agree to engage with such settlement
bodies in good faith, with a view to resolving the dispute, except that Microsoft may refuse to
engage with such settlement body if the dispute has already been resolved concerning the same
information and grounds. Additionally, from time to time, and where appropriate, Microsoft may
choose to resolve disputes with you through mediation. In the event that Microsoft determines,
in its sole discretion, that engaging in mediation would be the most effective means of resolving
any dispute with you, it will attempt to engage one of the following mediation service providers
(to the extent such providers are available and willing to provide their services) to mediate such
dispute:
i.
Carlita Wallgren-Lindholm, Lindholm Wallgren
ii.
Christoph Liebscher, Liebscher Dispute Management
iii.
Eduardo Silva Romero, Dechert LLP.
h.
Compliance with Data Protection Law. Each party shall comply with the
obligations imposed on it under all applicable Data Protection Laws.
i.
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.
j.
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.
k.
Survival. Sections of this Agreement that, by their terms, require
performance after the termination or expiration of this Agreement will survive.
23
l.
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.
m.
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.
n.
Entire Agreement. This is the entire Agreement between you and
Microsoft in connection with your Apps and In-App Products in the Store. It supersedes any
prior agreements between you and Microsoft regarding your Apps and In-App Products in 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.
24
EXHIBIT A: TAXES ON APPLICATION TRANSACTIONS
Last Updated: March 5, 2019
Microsoft Managed 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 Partner 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: March 5, 2019
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 Microsoft Store and Partner
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.
c.
"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,
commissionaire, or reseller, 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
Last Updated: September 10, 2025
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 anything to the contrary in Section 4 of the
Agreement, for the country(s) referenced in this Exhibit C in which you choose to make your
App or In-App Product available, you grant to Microsoft a license (which you agree may be
sublicensed by Microsoft to its resale partners, in Microsoft's sole discretion, and by such resale
partners to other resale partners) to make the App or In-App Product available to Customers
and to provide the App and In-App Product through the Store. You do not transfer ownership
of any App to Microsoft by submitting it, but you do grant to Microsoft a license (which you
agree may be sublicensed by Microsoft to its resale partners, in Microsoft's sole discretion, and
by such resale partners to other resale partners), for the country(s) referenced in this Exhibit C
in which you choose to make your App available, (a) to host, install, run (including causing Your
App to make connections, communications, uploads, or downloads over a network as needed
to engage in Your App's features and functionality), 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 Partner
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; creating, maintaining, and updating Store services and tools intended to
benefit acquisition, installation, runtime, and performance experiences for Your App's
customers; 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.i 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
(including Microsoft's authorized resale partners), 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 or In-App Product in any and all media, including the Microsoft Affiliate
Program, 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 network services, Xbox.com and other Windows, Windows Phone and/or
Xbox-related websites and each of their successor platforms, and/or any other Microsoft
websites, 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 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. You agree that: (i)
you are responsible for all costs and expenses that we incur for returns and chargebacks arising
out of the purchase by a Customer of any App or In-App Products, including the full refund and
chargeback amounts that we paid or credited to Customers; and (ii) we can deduct from any
royalty payment we make to you any of the foregoing costs and expenses.
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 actively 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.
a.
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.
b.
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.
c.
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.
d.
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.
e.
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: TERMS AND CONDITIONS FOR WIN32 APP PACKAGES
Last Updated: June 28, 2021
If you choose to make any App(s) or In-App Product(s) available in the Store that is
packaged as a Win32 App, you agree to the following amendments and additions to the
Agreement solely in connection with the offering and distribution of such App(s) and In-App
Product(s). Except as expressly provided in this Exhibit E, all of the terms and conditions in the
Agreement apply to the offering and distribution of such Apps in such country(s).
1.
Definitions.
a.
Section 1(c) of the Agreement is amended and restated to read as follows:
"Application" or "App" means an application or extension that can be submitted to
Partner Center, including, but not limited to, any App and/or installer of such App
hosted by You on a separate hosting service, such as a content delivery network
(CDN), that Microsoft accesses to enable download and install of your App in the
Store.
b.
Section 1(f) of the Agreement is amended and restated to read as follows:
“Certification" means Microsoft's process for testing the compliance of Apps
with the applicable Certification Requirements. App is "Certified" when
Microsoft (or Microsoft's designated certification provider) confirms that the
App has completed and passed Certification and is packaged and signed with
either: (i) a Microsoft-issued certificate, or (ii) a certificate issued by You or a
third-party that is acceptable to Microsoft, in its sole discretion.
2.
Submission. 3(a) of the Agreement is amended and restated to read as follows: You must
submit to Microsoft each App and associated App metadata that you wish to make available
through the Store. Submission of each App will include providing (1) a link to an installer for
App that is hosted on a separate hosting service. 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.
3.
Updates to Apps. Section 3(b) of the Agreement is amended and restated to read as follows:
Updates to Apps are not required to be submitted through the Store. End users will not be
able to receive updates from the Store. Apps can be updated directly by You via your App
that is installed on a Windows Device after download from the Store. Any updates to Win32
apps are subject to all of the requirements of this agreement, including the Microsoft Store
Policies currently available here
http://go.microsoft.com/fwlink/p/?LinkID=512933
, which
may be updated from time to time. You may still submit an updated App for Certification
and distribution through the Store. The updated App is subject to all of the requirements of
this Agreement, including the Microsoft Store Policies currently available here
http://go.microsoft.com/fwlink/p/?LinkID=512933
. 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. The Store will retain copies of your
most recent app packages to distribute in case the app installer hosted by you on a separate
hosting service, such as a content delivery network (CDN), is swapped with new app installer
packages without submission through the Partner Center or API. The Store will also
download the new app packages and initiate the process of certification. If the updates pass
certification tests, the Store makes them available for end users. If the updates fail
certification tests, the Store will revert to distributing the previously retained app installer
copy and notify you to submit the updates through Partner Center or API.
4.
Appointment as Agent. Section 4.a.i is amended and restated to read as follows: Microsoft's
role is to provide the technology and services to enable the Store, and to facilitate the
purchase by Customers of Apps and In-App Products in such Apps through the Store. 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 each App and/or In-App Product that is acquired
through the Store. You give Microsoft the right to appoint any Microsoft Affiliates as sub-
agents and also grant any Microsoft Affiliates appointed by Microsoft as sub-agents the
right to appoint other Microsoft Affiliates as sub-agents.
5.
App Pricing. Section 6(a) of the Agreement is amended and restated to read as follows:
When you submit an App, you must disclose to Microsoft (1) whether you will require
customers to pay to access functionalities available in the App and (2) whether you will make
available paid In-App Product(s) in the App. Except as otherwise provided in this Agreement,
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) in such Apps,
and you shall be solely responsible for all App and App In-App Product(s) pricing practices,
which shall, at a minimum, comply with all applicable laws, regulations, and regulatory
guidance.
EXHIBIT F: TERMS AND CONDITIONS FOR MICROSOFT EDGE EXTENSIONS
Last Updated: June 28, 2021
These Terms and Conditions for Microsoft Edge Extensions (the "Extensions Addendum") are a
supplement to the terms and conditions of the App Developer Agreement. This Addendum applies
if you have submitted or are making available Microsoft Edge Extensions (each, an "Extension")
through Microsoft Edge Add-ons. Except as expressly modified by this Extensions Addendum, 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 Microsoft Edge Extensions. Except where
expressly modified by this Addendum, the terms and conditions that apply to an "Application" or
"App" under the App Developer Agreement will apply to an Extension as defined in this Addendum
and all references to "Store" or "Microsoft Store" under the App Developer Agreement will apply
to Microsoft Edge Add-ons as defined in this Addendum. Capitalized terms not defined herein will
have the meanings provided in the App Developer Agreement.
1.
DEFINITIONS:
"Certification Requirements" means the technical, functional, content, and other policy
requirements provided by Microsoft (at https://go.microsoft.com/fwlink/?linkid=2104222, or
another location(s) specified by Microsoft) for Extensions offered through Microsoft Edge Add-ons.
"Microsoft Edge Add-ons" means a Microsoft owned or operated platform, however named,
through which Microsoft Edge Extensions may be offered to or acquired by Customers.
SUBMISSION, CERTIFICATION, AND DISTRIBUTION OF APPS. Section 3 of the App Developer
Agreement is hereby deleted and replaced by the following:
Submission. You must submit to Microsoft each Extension that you wish to make available through
Microsoft Edge Add-ons, including any updates to each Extension. You are solely responsible and
liable for the Extensions you submit. You are responsible for supporting your extension. Microsoft
will retain (or destroy) all copies of the Extension and other materials you submit. Microsoft will not
return them, so you must maintain your own backup copies.
Updates to Extensions. You may submit updates to Extensions for Certification and distribution
through Microsoft Edge Add-ons. Those updates are subject to all of the requirements of this
Agreement. You understand that end users may receive updates automatically. You may not add
any new functionality to your Extension 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 Extension.
Initial Certification. Microsoft will test each Extension (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 Extension available
through Microsoft Edge Add-ons unless and until the Extension is Certified.
2. APP PRICING, PAYMENTS, TRANSACTIONS AND TAXES.
Section 6 of the App Developer Agreement does not apply to Extensions and is hereby deleted in its
entirety.
EXHIBIT G STANDARD APPLICATION LICENSE TERMS
Last Updated: June 28, 2021
STANDARD APPLICATION LICENSE TERMS FOR APPLICATIONS OFFERED IN THE UNITED
STATES AND CANADA
MICROSOFT STORE, MICROSOFT STORE ON WINDOWS, MICROSOFT EDGE ADD-ONS SITE, AND
MICROSOFT STORE ON XBOX
These license terms are an agreement between you and the application publisher.
Please read them. They apply to the software applications you download from the Microsoft
Store, the Microsoft Store on Windows, Microsoft Edge Add-ons site, or Microsoft Store on
Xbox (each of which is referred to in these license terms as the "Store"), including any
updates or supplements for the application, unless the application comes with separate
terms, in which case those terms apply.
BY DOWNLOADING OR USING THE APPLICATION, OR ATTEMPTING TO DO ANY OF THESE,
YOU ACCEPT THESE TERMS. IF YOU DO NOT ACCEPT THEM, YOU HAVE NO RIGHT TO AND
MUST NOT DOWNLOAD OR USE THE APPLICATION.
The application publisher means the entity licensing the application to you, as identified
in the Store.
If you comply with these license terms, you have the rights below.
1.
INSTALLATION AND USE RIGHTS; EXPIRATION. You may install and use the
application on Windows devices or Xbox consoles as described in our
Usage Rules
. Microsoft
reserves the right to modify our
Usage Rules
http://go.microsoft.com/fwlink/p/?LinkId=723143)
at any time.
2.
INTERNET-BASED SERVICES.
a.
Consent for Internet-based or wireless services. If the application
connects to computer systems over the Internet, which may include via a wireless network,
using the application operates as your consent to the transmission of standard device
information (including but not limited to technical information about your device, system, and
application software, and peripherals) for Internet-based or wireless services. If other terms are
presented in connection with your use of services accessed using the application, those terms
also apply.
b.
Misuse of Internet-based services. You may not use any Internet-based
service in any way that could harm it or impair anyone else's use of it or the wireless network.
You may not use the service to try to gain unauthorized access to any service, data, account,
or network by any means.
3.
SCOPE OF LICENSE. The application is licensed, not sold. This agreement only
gives you some rights to use the application. If Microsoft disables the ability to use the
applications on your devices pursuant to your agreement with Microsoft, any associated license
rights will terminate. The application publisher reserves all other rights. Unless applicable law
gives you more rights despite this limitation, you may use the application only as expressly
permitted in this agreement. In doing so, you must comply with any technical limitations in the
application that only allow you to use it in certain ways. You may not:
a.
Work around any technical limitations in the application.
b.
Reverse engineer, decompile, or disassemble the application, except
and only to the extent that applicable law expressly permits, despite this
limitation.
c.
Make more copies of the application than specified in this agreement or
allowed by applicable law, despite this limitation.
d.
Publish or otherwise make the application available for others to copy.
e.
Rent, lease, or lend the application.
f.
Transfer the application or this agreement to any third party.
4.
DOCUMENTATION. If documentation is provided with the application, you may
copy and use the documentation for personal reference purposes.
5.
TECHNOLOGY AND EXPORT RESTRICTIONS. The application may be subject to
United States or international technology control or export laws and regulations. You must
comply with all domestic and international export laws and regulations that apply to the
technology used or supported by the application. These laws include restrictions on
destinations, end users, and end use. For information on Microsoft branded products, go to the
Microsoft exporting website (
http://go.microsoft.com/fwlink/?LinkId=242130
).
6.
SUPPORT SERVICES. Contact the application publisher to determine if any
support services are available. Microsoft, your hardware manufacturer and your wireless carrier
(unless one of them is the application publisher) aren't responsible for providing support
services for the application.
7.
ENTIRE AGREEMENT. This agreement, any applicable privacy policy, any
additional terms that accompany the application, and the terms for supplements and
updates are the entire license agreement between you and application publisher for the
application.
8.
APPLICABLE LAW.
a.
United States and Canada. If you acquired the application in the United
States or Canada, the laws of the state or province where you live (or, if a business, where your
principal place of business is located) govern the interpretation of these terms, claims for breach
of them, and all other claims (including consumer protection, unfair competition, and tort
claims), regardless of conflict of laws principles.
b.
Outside the United States and Canada. If you acquired the application in
any other country, the laws of that country apply.
9.
LEGAL EFFECT. This agreement describes certain legal rights. You may have other
rights under the laws of your state or country. This agreement doesn't change your rights under
the laws of your state or country if the laws of your state or country don't permit it to do so.
10.
DISCLAIMER OF WARRANTY. The application is licensed "as is," "with all faults,"
and "as available." You bear the entire risk as to its quality, safety, comfort, and performance.
Should it prove defective, you assume the entire cost of all necessary servicing or repair. The
application publisher, on behalf of itself, Microsoft, wireless carriers over whose network the
application is provided, and each of our respective affiliates, vendors, agents, and suppliers
("Covered Parties"), gives no express warranties, guarantees, or conditions in relation to the
application. You may have additional consumer rights under your local laws that this agreement
can't change. To the extent permitted under your local laws, Covered Parties exclude any
implied warranties or conditions, including those of merchantability, fitness for a particular
purpose, safety, comfort, and non-infringement. If your local laws impose a warranty, guarantee
or condition even though these terms do not, its duration is limited to 90 days from when you
download the application.
11.
LIMITATION ON AND EXCLUSION OF REMEDIES AND DAMAGES. To the extent
not prohibited by law, if you have any basis for recovering damages, you can recover from the
application publisher only direct damages up to the amount you paid for the application or
$1.00, whichever is greater. You will not, and waive any right to, seek to recover any other
damages, including lost profits and consequential, special, direct, indirect, or incidental
damages, from the application publisher.
This limitation applies to: Anything related to the application or services made available through
the application; and Claims for breach of contract, warranty, guarantee or condition; strict liability,
negligence, or other tort; violation of a statute or regulation; unjust enrichment; or under any other
theory; all to the extent permitted by applicable law.
It also applies even if: This remedy doesn't fully compensate you for any losses; or The application
publisher knew or should have known about the possibility of the damages.
STANDARD APPLICATION LICENSE TERMS FOR APPLICATIONS OFFERED IN EUROPEAN
ECONOMIC AREA
MICROSOFT STORE, MICROSOFT STORE ON WINDOWS, MICROSOFT EDGE ADD-ONS SITE, AND
MICROSOFT STORE ON XBOX
These license terms are an agreement between you and the application publisher.
Please read them. They apply to the software applications you download from the Microsoft
Store, Microsoft Store on Windows, Microsoft Edge Add-ons site, or Microsoft Store on Xbox
(each of which is referred to in these license terms as the "Store"), including any updates or
supplements for the application, unless the application comes with separate terms, in which
case those terms apply.
IF YOU DO NOT ACCEPT THESE TERMS, YOU HAVE NO RIGHT TO AND MUST NOT
DOWNLOAD OR USE THE APPLICATION.
The application publisher means the entity licensing the application to you, as identified
in the Store.
If you comply with these license terms, you have the rights below.
1.
INSTALLATION AND USE RIGHTS; EXPIRATION. You may install and use the
application on Windows devices or Xbox consoles as described in our
Usage Rules
. Microsoft
reserves the right to modify our
Usage Rules
(
http://go.microsoft.com/fwlink/p/?LinkId=723143)
at anytime.
2.
INTERNET-BASED SERVICES.
a.
Consent for Internet-based or wireless services. If the application
connects to computer systems over the Internet, which may include via a wireless network,
using the application operates as your consent to the transmission of standard device
information (including but not limited to technical information about your device, system, and
application software, and peripherals) for Internet-based or wireless services. If other terms are
presented in connection with your use of the services accessed using the application, those
terms also apply.
b.
Misuse of Internet-based services. You may not use any Internet-based
service in any way that you intentionally harm it or impair anyone else's use of it or the wireless
network. You may not use the service to try to gain unauthorized access to any service, data,
account or network by any means.
3.
SCOPE OF LICENSE. The application is licensed, not sold. This agreement only
gives you some rights to use the application. If Microsoft disables the ability to use the
applications on your devices pursuant to your agreement with Microsoft, any associated license
rights will terminate. The application publisher reserves all other rights. Unless applicable law
gives you more rights despite this limitation, you may use the application only as expressly
permitted in this agreement. In doing so, you must comply with any technical limitations in the
application that only allow you to use it in certain ways. You may not:
a.
Work around any technical limitations in the application.
b.
Reverse engineer, decompile, or disassemble the application, except and
only to the extent that it is expressly permitted by applicable copyright
law provisions for computer programs.
c.
Make more copies of the application than specified in this agreement or
allowed by applicable law, despite this limitation.
d.
Publish or otherwise make the application available for others to copy.
e.
Rent, lease, or lend the application.
f.
Transfer the application or this agreement to any third party.
4.
DOCUMENTATION. If documentation is provided with the application, you may
copy and use the documentation for personal reference purposes.
5.
TECHNOLOGY AND EXPORT RESTRICTIONS. The application may be subject to
United States or international technology control or export laws and regulations. You must
comply with all domestic and international export laws and regulations that apply to the
technology used or supported by the application. These laws include restrictions on
destinations, end users, and end use. For information on Microsoft branded products, go to the
Microsoft exporting website (
http://go.microsoft.com/fwlink/?LinkId=242130
).
6.
SUPPORT SERVICES. Contact the application publisher to determine if any
support services are available. Microsoft, your hardware manufacturer and your wireless carrier
(unless one of them is the application publisher) aren't responsible for providing support
services for the application.
7.
ENTIRE AGREEMENT. This agreement, any applicable privacy policy, any
additional terms that accompany the application, and the terms for supplements and updates
are the entire license agreement between you and application publisher for the application.
8.
APPLICABLE LAW.
a.
United States and Canada. If you acquired the application in the United
States or Canada, the laws of the state or province where you live (or, if a business, where your
principal place of business is located) govern the interpretation of these terms, claims for
breach of them, and all other claims (including consumer protection, unfair competition, and
tort claims), regardless of conflict of laws principles.
b.
Outside the United States and Canada. If you acquired the application in
any other country, the laws of that country apply.
9.
LEGAL EFFECT. This agreement describes certain legal rights. You may have
other rights under the laws of your state or country. This agreement doesn't change your rights
under the laws of your state or country if the laws of your state or country don't permit it to do
so.
10.
DISCLAIMER OF WARRANTY. The application is licensed "as is," "with all faults,"
and "as available". The application publisher, on behalf of itself, Microsoft (if Microsoft isn't the
application publisher), wireless carriers over whose network the application is provided, and
each of our respective affiliates, vendors, agents and suppliers ("Covered Parties"), give no
additional contractual warranties, guarantees, or conditions in relation to the application. You
have all mandatory warranties foreseen by law, but we grant no other warranties. Covered
Parties exclude any implied mandatory warranties, including those of merchantability, fitness
for a particular purpose, safety, comfort, and non-infringement.
11.
LIMITATION ON REMEDIES AND DAMAGES.
a.
The application publisher shall not be liable for any user content or other
third-party material, including links to third-party websites, and activities provided by users.
Such content and activities are neither attributable to the application publisher nor do they
represent the application publisher's opinion.
b.
The application publisher shall only be liable if material obligations
of these license terms have been violated.
c.
The application publisher, its vicarious agents and/or its legal
representatives shall not be liable for any unforeseeable damage and/or financial loss with
respect to any indirect damage, including loss of profit, unless the application publisher, its
vicarious agents and/or its legal representatives have at least acted with gross negligence or
willful misconduct.
d.
Any statutory no-fault liability of the application publisher, including,
without limitation, liability under the product liability act and statutory liability for breach of
warranty, shall remain unaffected by the limitation of liability. The same shall apply to liability of
the application publisher, its vicarious agents and/or its legal representative in the event of
fraud or their negligence resulting in personal injury or death.
e.
No other contractual and legal claims besides those covered in
subsections (a) through (e) of this section 11 may result from these application license
terms and/or the use of the application or services made available through the application.
STANDARD APPLICATION LICENSE TERMS FOR APPLICATIONS OFFERED IN CHINA
MICROSOFT STORE, MICROSOFT STORE ON WINDOWS, MICROSOFT EDGE ADD- ONS SITE, AND
MICROSOFT STORE ON XBOX
These license terms are an agreement between you and the application publisher. Please read
them. They apply to the software applications you download from the Microsoft Store, Microsoft
Store on Windows, Microsoft Edge Add-ons site, or Microsoft Store on Xbox (each of which is
referred to in these license terms as the "Store"), including any updates or supplements for the
application, unless the application comes with separate terms, in which case those terms apply.
BY DOWNLOADING OR USING THE APPLICATION, OR ATTEMPTING TO DO ANY OF THESE, YOU
ACCEPT THESE TERMS. IF YOU DO NOT ACCEPT THEM, YOU HAVE NO RIGHT TO AND MUST NOT
DOWNLOAD OR USE THE APPLICATION.
The application publisher means the entity licensing the application to you, as identified in the
Store.
If you comply with these license terms, you have the rights below.
1.
INSTALLATION AND USE RIGHTS; EXPIRATION. You may install and use the
application on Windows devices or Xbox consoles as described in our
Usage Rules
. Microsoft
reserves the right to modify our
Usage Rules
(http://go.microsoft.com/fwlink/p/?LinkId=723143)
at any time.
2.
INTERNET-BASED SERVICES.
a.
Consent for Internet-based or wireless services. If the application
connects to computer systems over the Internet, which may include via a wireless network,
using the application operates as your consent to the transmission of standard device
information (including but not limited to technical information about your device, system and
application software, and peripherals) for Internet-based or wireless services. If other terms are
presented in connection with your use of services accessed using the application, those terms
also apply.
b.
Misuse of Internet-based services. You may not use any Internet-based
service in any way that could harm it or impair anyone else's use of it or the wireless network.
You may not use the service to try to gain unauthorized access to any service, data, account or
network by any means.
3.
SCOPE OF LICENSE. The application is licensed, not sold. This agreement only
gives you some rights to use the application. If Microsoft, OPM, MMAIS, SINA, Tencent, or
CMCC disables the ability to use the applications on your devices pursuant to your agreement,
any associated license rights will terminate. The application publisher reserves all other rights.
Unless applicable law gives you more rights despite this limitation, you may use the application
only as expressly permitted in this agreement. In doing so, you must comply with any technical
limitations in the application that only allow you to use it in certain ways. You may not:
a.
Work around any technical limitations in the application.
b.
Reverse engineer, decompile, or disassemble the application, except and
only to the extent that it is expressly permitted by applicable copyright
law provisions for computer programs.
c.
Make more copies of the application than specified in this agreement or
allowed by applicable law, despite this limitation.
d.
Publish or otherwise make the application available for others to copy.
e.
Rent, lease, or lend the application.
f.
Transfer the application or this agreement to any third party.
4.
DOCUMENTATION. If documentation is provided with the application, you may
copy and use the documentation for personal reference purposes.
5.
TECHNOLOGY AND EXPORT RESTRICTIONS. The application may be subject to
United States or international technology control or export laws and regulations. You must
comply with all domestic and international export laws and regulations that apply to the
technology used or supported by the application. These laws include restrictions on
destinations, end users, and end use. For information on Microsoft branded products, go to the
Microsoft exporting website (
http://go.microsoft.com/fwlink/?LinkId=242130
).
6.
SUPPORT SERVICES. Contact the application publisher to determine if any
support services are available. Microsoft, OPM, MMAIS, SINA, Tencent, CMCC, your hardware
manufacturer and your wireless carrier (unless one of them is the application publisher) are not
responsible for providing support services for the application.
7.
ENTIRE AGREEMENT. This agreement, any applicable privacy policy, any
additional terms that accompany the application, and the terms for supplements and updates
are the entire license agreement for the application.
8.
APPLICABLE LAW.
a.
United States and Canada. If you acquired the application in the United
States or Canada, the laws of the state or province where you live (or, if a business, where your
principal place of business is located) govern the interpretation of these terms, claims for breach
of them, and all other claims (including consumer protection, unfair competition, and tort
claims) regardless of conflict of laws principles.
b.
Outside the United States and Canada. If you acquired the application in
any other country, the laws of that country apply.
9.
LEGAL EFFECT. This agreement describes certain legal rights. You may have
other rights under the laws of your state or country. This agreement doesn't change your rights
under the laws of your state or country if the laws of your state or country don't permit it to do
so.
10.
DISCLAIMER OF WARRANTY. The application is licensed "as-is," "with all faults"
and "as available." You bear all risk of using it. The application publisher, on behalf of itself,
Microsoft (if Microsoft isn't the application publisher), OPM, MMAIS, SINA, Tencent, CMCC,
wireless carriers over whose network the application is provided, and each of our respective
affiliates, vendors, agents and suppliers ("Covered Parties"), gives no express warranties,
guarantees, or conditions in relation to the application. The entire risk as to the quality, safety,
comfort, and performance of the application is with you. Should the application prove
defective, you assume the entire cost of all necessary servicing or repair. You may have
additional consumer rights under your local laws that this agreement cannot change. To the
extent permitted under your local laws, Covered Parties exclude any implied warranties or
conditions, including those of merchantability, fitness for a particular purpose, safety, comfort,
and non-infringement.
11.
LIMITATION ON AND EXCLUSION OF REMEDIES AND DAMAGES. To the extent
not prohibited by law, you can recover from the application publisher only direct damages up
to the amount you paid for the application or $1.00, whichever is greater. You will not, and
waive any right to, seek to recover any other damages, including consequential, lost profits,
special, indirect or incidental damages from the application publisher.
This limitation applies to: Anything related to the application or services made available through
the application; and Claims for breach of contract, warranty, guarantee, or condition; strict liability,
negligence, or other tort; violation of a statute or regulation; unjust enrichment; or under any other
theory; all to the extent permitted by applicable law.
It also applies even if: This remedy doesn't fully compensate you for any losses; or The application
publisher knew or should have known about the possibility of the damages.
STANDARD APPLICATION LICENSE TERMS FOR APPLICATIONS OFFERED IN ALL OTHER
GEOGRAPHIES
MICROSOFT STORE, MICROSOFT STORE ON WINDOWS, MICROSOFT EDGE ADD-ONS SITE, AND
MICROSOFT STORE ON XBOX
These license terms are an agreement between you and the application publisher. Please read
them. They apply to the software applications you download from the Microsoft Store, Microsoft
Store on Windows, Microsoft Edge Add-ons site, or Microsoft Store on Xbox (each of which is
referred to in these license terms as the "Store"), including any updates or supplements for the
application, unless the application comes with separate terms, in which case those terms apply.
BY DOWNLOADING OR USING THE APPLICATION, OR ATTEMPTING TO DO ANY OF THESE, YOU
ACCEPT THESE TERMS. IF YOU DO NOT ACCEPT THEM, YOU HAVE NO RIGHT TO AND MUST NOT
DOWNLOAD OR USE THE APPLICATION.
The application publisher means the entity licensing the application to you, as identified in the
Store.
If you comply with these license terms, you have the rights below.
1.
INSTALLATION AND USE RIGHTS; EXPIRATION. You may install and use the
application on Windows devices or Xbox consoles as described in our
Usage Rules
. Microsoft
reserves the right to modify our
Usage Rules
(http://go.microsoft.com/fwlink/p/?LinkId=723143)
at any time.
2.
INTERNET-BASED SERVICES.
a.
Consent for Internet-based or wireless services. If the application
connects to computer systems over the Internet, which may include via a wireless network, using
the application operates as your consent to the transmission of standard device information
(including but not limited to technical information about your device, system and application
software, and peripherals) for Internet-based or wireless services. If other terms are presented in
connection with your use of services accessed using the application, those terms also apply.
b.
Misuse of Internet-based services. You may not use any Internet-based
service in any way that could harm it or impair anyone else's use of it or the wireless network.
You may not use the service to try to gain unauthorized access to any service, data, account, or
network by any means.
3.
SCOPE OF LICENSE. The application is licensed, not sold. This agreement only
gives you some rights to use the application. If Microsoft disables the ability to use the
applications on your devices pursuant to your agreement with Microsoft, any associated
license rights will terminate. The application publisher reserves all other rights. Unless
applicable law gives you more rights despite this limitation, you may use the application only
as expressly permitted in this agreement. In doing so, you must comply with any technical
limitations in the application that only allow you to use it in certain ways. You may not:
a.
Work around any technical limitations in the application.
b.
Reverse engineer, decompile, or disassemble the application, except
and only to the extent that applicable law expressly permits, despite this
limitation.
c.
Make more copies of the application than specified in this agreement
or allowed by applicable law, despite this limitation.
d.
Publish or otherwise make the application available for others to copy.
e.
Rent, lease, or lend the application.
f.
Transfer the application or this agreement to any third party.
4.
DOCUMENTATION. If documentation is provided with the application, you may
copy and use the documentation for personal reference purposes.
5.
TECHNOLOGY AND EXPORT RESTRICTIONS. The application may be subject to
United States or international technology control or export laws and regulations. You must
comply with all domestic and international export laws and regulations that apply to the
technology used or supported by the application. These laws include restrictions on
destinations, end users, and end use. For information on Microsoft branded products, go to the
Microsoft exporting website (
http://go.microsoft.com/fwlink/?LinkId=242130
).
6.
SUPPORT SERVICES. Contact the application publisher to determine what
support services are available. Microsoft, your hardware manufacturer and your wireless carrier
(unless one of them is the application publisher) aren't responsible for providing support
services for the application.
7.
ENTIRE AGREEMENT. This agreement, any applicable privacy policy, any
additional terms that accompany the application, and the terms for supplements and
updates are the entire license agreement between you and application publisher for the
application.
8.
APPLICABLE LAW.
a.
United States and Canada. If you acquired the application in the United
States or Canada, the laws of the state or province where you live (or, if a business, where your
principal place of business is located) govern the interpretation of this agreement and applies
to claims for breach of it, and all other claims (including consumer protection, unfair
competition, and tort claims) regardless of conflict of laws principles.
b.
Outside the United States and Canada. If you acquired the application in
any other country, the laws of that country apply.
9.
LEGAL EFFECT. This agreement describes certain legal rights. You may have other
rights under the laws of your state or country. This agreement doesn't change your rights under
the laws of your state or country if the laws of your state or country don't permit it to do so.
10.
DISCLAIMER OF WARRANTY. Subject to applicable law, the application is
licensed "as-is", "with all faults" and "as available". You bear all risk of using it. The application
publisher, on behalf of itself, Microsoft (if Microsoft isn't the application publisher), wireless
carriers over whose network the application is provided, and each of our respective affiliates,
vendors, agents and suppliers ("Covered Parties"), gives no express warranties, guarantees, or
conditions in relation to the application. The entire risk as to the quality, safety, comfort, and
performance of the application is with you. Should the application prove defective, you assume
the entire cost of all necessary servicing or repair. You may have additional consumer rights
under your local laws that this agreement can't change. To the extent permitted under your
local laws, Covered Parties exclude any implied warranties or conditions, including those of
merchantability, fitness for a particular purpose, safety, comfort, and non-infringement.
11.
LIMITATION ON AND EXCLUSION OF REMEDIES AND DAMAGES. To the extent
not prohibited by law, if you have any basis for recovering damages, you can recover from the
application publisher only direct damages up to the amount you paid for the application or
USD$1.00, whichever is greater. Subject to applicable law, you will not, and waive any right to,
seek to recover any other damages, including consequential, lost profits, special, indirect or
incidental damages from the application publisher. If your local laws impose a warranty,
guarantee or condition even though these terms do not, subject to applicable law, its duration
is limited to 90 days from when you download the application.
This limitation applies to: Anything related to the application or services made available through
the application; and Claims for breach of contract, warranty, guarantee or condition; strict liability,
negligence, or other tort; violation of a statute or regulation; unjust enrichment; or under any other
theory; all to the extent permitted by applicable law.
It also applies even if: This remedy doesn't fully compensate you for any losses; or The application
publisher knew or should have known about the possibility of the damages.
Main Change History Summary of App Developer Agreement
Publish Date: Sept 10, 2025, Version 8.10
Effective Date: Oct 14, 2025
•
Updated language, Xbox Live to Xbox network
•
Updated Section 1(ff), to change Xbox network SDK for Windows to Microsoft Game Development Kit
•
Updated Section 4 b, to include rights for Microsoft to install and run packages to extract information for
better installation.
•
Updated Section 9 c, to clarify the definition of App Analytics to include data from the store in addition to
in-app telemetry.
Publish Date: Oct 30, 2023, Version 8.9
Effective Date: Nov 30, 2023
•
Updated language, Section 2, Removed clause allowing Microsoft to use provided contact information for
marketing communications
•
Updated language, Section 2, Defined a company vs trader account
•
Updated Section 3, I, Disclosures and information supporting EU Digital Services Act appeals requirements
•
Updated Section 3 j; 4 k; 2; Removed Microsoft Store for Business and Microsoft Store for Education
through document
•
Added language; Section 12 g, Adding language required by the EU Digital Services Act to requiring
access to out-of-court dispute settlement process
Publish Date: June 16, 2022, Version 8.8
Effective Date: July 16, 2022
•
Added New Exhibit E, to update for binary caching
•
Updated language, Section 2, Store Account
•
Updated Section 4 a, iii Tax Entity Address Change for Australia
•
Updated language in Section 6, iii, Store Fees section to clarify applicable Store Fees
•
Fixed broken link in Section 6 c
Publish Date: June 28, 2021, Version 8.7
Effective Date: July 28, 2021
•
Updated 1(g) Certification Requirements definition
•
Updated 1 (o), Game definition
•
Updated 1 (z), Store definition
•
Updated 4 (a), (ii, iii, iv) to clarify applicability
of terms to apps that use
Microsoft’s commerce
platform for
in-app commerce
•
Updated 4 (b), clarified Granting of Rights to Microsoft
•
Added 4 ( c),
clarifying and consolidating terms applicable to
FOSS Licenses
•
Updated 5 (d), updated to reflect cases where publishers may choose to use a secure third
party commerce engine for in-app commerce, instead of the Microsoft commerce platform
•
Updated 5 ( e), updated to clarify requirements when using third party commerce platform for
in-
app commerce
•
Updated
6(a) to clarify applicability of terms to apps that use Microsoft’s commerce platform
for in-app commerce
•
Updated
6 (b), to reflect the change to a 12% Store Fee, effective August, 1, 2021, for game
apps distributed on applicable Windows devices
•
Updated 6 (c, g),
to clarify applicability of terms to apps that use Microsoft’s commerce
platform for in-app commerce
•
Updated 6 (f) clarified responsibility for
costs related to refunds and chargebacks
•
Added 6 (h), to address tax
collection terms
where Microsoft
’s
commerce platform is not used
•
Updated 7 (c), to add websites
•
Updated Exhibit C to address changes to Section 4 of the ADA
•
Added New Exhibit E, Terms and Conditions for Win32 App Packages
•
Added New Exhibit F, integrating the Terms and Conditions for Microsoft Edge Extensions into
the
ADA
July 10, 2020, Version 8.6 (updated to address mis-numbered references to changes)
•
Updated 2 and 3 (l) providing contact information to request review of account or app removal
•
Added 5(f) Product Rankings, Placement and Marketing regarding Microsoft’s compliance
with applicable laws governing disclosure of its marketing and placement practices
•
Updated 5(g) to clarify privacy policy requirements to comply with applicable laws.
•
Removed prior 6 (h) related to use of Microsoft’s Advertising services
•
Updated 11(c) to include a duty to defend against claims brought in connection with Store
Account actions taken by Microsoft at the request of the developer.
•
Updated Section 12 to add additional termination right during update notice period.
•
Added 13 (g) providing mediator information
•
Removed prior Exhibit E, Advertising Services Addendum
•
Updated Exhibit E, Standard Application Licensing Terms
January 14, 2020, Version 8.5
•
Added 1 (l) definition of “Data Protection Laws”
•
Updated 3 (l), added language clarifying applicability of advertising or pricing laws and/or
regulations
•
Updated 4 (a) (ii, iii) and 6 (e), added clarifications regarding AU and NZ tax regulations
•
Updated 4 (f), added additional privacy policy requirements in compliance with Data Protection
Laws
•
Updated 6 (a), added language regarding compliance with applicable laws and regulations for
advertising and pricing
•
Updated 6 (b), removed the 95/ 5% revenue share program that previously applied to qualifying
apps on applicable platforms when customer acquisition was directly driven by the Publisher’s
promotion activities
•
Updated 6 (d), updated payment terms and processing. The payout threshold has been raised to
$50 for all payment instruments and is detailed
here
.
•
Updated 10 (b) to clarify and update limitation of liability language
•
Updated 10 (c) to clarify and update Duty to Defend language
•
Added 12 (d) regarding Role of Parties as independent data controllers, as defined by GDPR, with
respect to Personal Information
•
Added 12 (g) regarding obligation to comply with all applicable Data Protection Laws
•
Removed Exhibit F, Promote your App
•
Removed Exhibit G, Windows Developer Program Rewards Addendum
March 5, 2019, Version 8.4
•
Updated 1 (h), definition of Commerce Expansion Adjustment
•
Updated 1 (k) to reflect renaming of “Dev Center” to “Partner Center” and updated references
throughout the Agreement and its Exhibits
•
Updated 1 (t), definition of Net Receipts
•
Updated 1 (y), definition of Store or Microsoft Store
•
Updated 1 (aa), definition of Store Fees
•
Added 1 (hh), definition of Small Transaction Adjustment
•
Added 1 (ii), definition of CID
•
Added 1 (iii), definition of OCID
•
Updated 4 (a) (i) regarding Microsoft’s role as agent or commissionaire and related clarifications
to
how we deduct fees
•
Updated 6 (b) (i, ii, iii, iv) to reflect new Store Fees and revenue shares
•
Updated 6 (c) with Commerce Expansion Adjustment and Small Transaction Adjustment terms
•
Updated 6 (d), clarifying payment terms
•
Updated 6 (h), regarding deduction of any returns/chargebacks
•
Exhibit C, 4, regarding deduction of any returns/chargebacks
•
Exhibit G, update and rename of Dev Center Benefits Program to Windows Developer Rewards
Program
•
Removal of Exhibit I, Dev Center Insider Program
May 23, 2018, Version 8.3
•
Updated definition of “Personal Information” (1) (v).
•
Added clarification to (5) (b) that local law provision applies to both the developer and their app.
Added new clause requiring developers to take reasonable actions as requested by Microsoft as
needed for Microsoft to comply with its legal obligations.
•
Clarified in (5) (f) that enabling Xbox network services may cause an app to collect Personal
Information.
•
Added language to (8) (b) to clarify that any Personal Information exposed in the error reporting
data is considered Microsoft Confidential. Such data is subject to requirements governing handling
of personal information, including deletion after 30 days, and destruction or return to
Microsoft at
Microsoft’s request, and annual audits.
February 14, 2018 Version 8.2
•
Updated tax language to: (i) grant Microsoft Affiliates the right to remit taxes on behalf of New
Zealand App Developers, (ii) clarify new GST registration requirements for New Zealand App
Developers who make paid apps/in-app products available in the Store, and (iii) updated the
Microsoft Subsidiary acting as agent in Australia and New Zealand.
November 20, 2017, Version 8.1
•
Updated language (10) (c) to clarify assignment of liability and developer indemnity obligations.
October 26, 2017, Version 8.0
•
Updated the Store Fee section to implement the 85/15 revenue share for non-Game
subscriptions.
•
Added definition of "Game," and updated "Commerce Expansion Adjustment," to clarify that there
will be no changes to Game and non-subscription revenue shares.
•
Added a developer representation stating that the individual accepting the ADA on behalf of
his/her company is authorized to do so on behalf of the company.
•
Updated the definition of the "Store" in connection with Microsoft Store branding changes.
•
Updated the Standard Application License Terms (Exhibit H) to make them consistent with the
Standard Application License Terms in the Microsoft Services Agreement.
July 1, 2017, Version 7.10
•
Updated tax language to: (i) grant Microsoft Affiliates the right to remit taxes on behalf of
Australian App Developers, and (ii) clarify new GST registration requirements for Australian App
Developers who make paid apps/in-app products available in the Store.
•
Updated Exhibit H: Windows Store – Standard Application License Terms to provide that the
[Microsoft Usage Rules](http://go.microsoft.com/fwlink/p/?LinkId=723143) govern use rights.
•
Added the “Microsoft Store for Education” as another store through which Apps and In-App
Products submitted via Dev Center may be made available to Educational Institutions for
distribution
to, and use by, their authorized employees, agents, and members.
April 12, 2017, Version 7.9
•
Updated language (4) (a) to grant Microsoft Affiliates the right to appoint other Microsoft
Affiliates as sub-agents
•
Revised terms (4) (g) to set licensing usage to be consistent with the Microsoft Usage Rules
•
New applicable law terms (5) (b) clarify requirements with applicable export laws
•
Removed the “no harm to users” (5) (l) and added to the Windows Store Policies
October 1, 2016, Version 7.8
•
Updated contracting party in (12) (e) for developers with primary headquarters located in New
Zealand in accordance with updated tax law.
August 2, 2016, Version 7.7
•
Updated definition of “Application” and “App Assets” (1) (c) (d) to include extensions, video
trailers and user-generated content
•
Clarified “Certification” (1) (f) to be defined as completed and passed certification process
•
Inclusion of Microsoft’s Affiliates in the definition of “Covered Parties” (1) (i) for purposes of
limitation of liability and indemnification
•
Clarified definition of “In-App Product” (1) (n)
•
Added “NDA” and “User Generated Content” into definitions list (1) (q) (aa)
•
Clarification that Promotional codes are provided in limited number and can each be used a
limited number of times (3) (k)
•
Updated age ratings to apply to both apps and In-App Products (4) (e)
•
Updated In-App Commerce (5) (e) to remove grace period for implementing MS IAP for digital
goods
•
Clarification that enabling of the Xbox network Service (5) (f) within an app requires
submission through the Xbox certification process
•
Clarification of Error Reporting Data (9) (b) requiring developers to promptly delete any Personal
Information included in Error Reporting Data and not use or disclose such data for any purpose
•
Updated Exhibit C Marketing Rights to include Microsoft Authorized Resellers
•
Updated Exhibit E Advertising Section Requirements for Indemnifications to incorporate
and reference Section (10) (c) and (11) (b)
•
Update to Exhibit H to reflect new Standard Application License Terms