AI Plugin Agreement

This AI Plugin Agreement ("Agreement") governs your submission of a Plugin to be integrated into Microsoft's AI chat-powered experiences. This Agreement is a contract between your organization ("Company" or "you" or "your") and the Microsoft entity listed in Section 10.h. Applicable Microsoft Contracting Party below ("Microsoft").

By submitting a Plugin and/or accepting this Agreement, you represent and warrant that (a) you have the authority to bind your Company to these terms and conditions and (b) you are at least 18 years old or have reached the age of majority where you live, if that is more than 18 years of age.

To the extent that this Agreement conflicts with any other agreement you have with Microsoft, the terms of this Agreement control solely with respect to the activities described herein.

Contents:

1. Background

This Agreement governs the creation by Company of a Plugin ("Plugin") that integrates as part of Microsoft's AI-powered experiences ("AI Experiences") including (i) co-branded versions thereof distributed either by Microsoft or a third party or (ii) white-labeled versions rendered on or within third party web sites, applications, software, or services. In connection with the Plugin, Microsoft will have access to your Company's proprietary APIs (the "API(s)") that will return certain data elements ("API Results") in response to API calls ("API Calls") submitted through the Plugin. If approved by Microsoft, the Plugin may be made available as optional Plugins available to users of the AI Experiences.

2. API, API Results, and Plugin

a. License

By submitting a Plugin for consideration, Company grants Microsoft, its Affiliates, agents and contractors a worldwide, nonexclusive, royalty-free license during the Term (defined in Section 9: Term below) to use, modify, translate, publish, distribute and display the Plugins, API and API Results for the purposes of (i) testing and integrating the API with AI Experiences; (ii) distributing, operating and maintaining the Plugin in connection with the AI Experiences; and (iii) advertising or promoting the Plugin in any and all media, including in any marketing, presentations or demonstrations relating to the AI Experiences and its Plugin experiences.

b. Format; Attribution

Microsoft will determine in its sole discretion the format, presentation and location of the API Results provided through the Plugin. Microsoft will provide attribution to Company in the AI Experiences.

c. API Results; Restrictions

Company will ensure that (i) the Plugin and API Results comply with the "Code of Conduct" featured in Bing Conversational Experiences and Image Creator Terms, as may be updated from time to time, (ii) the Plugin does not request more data than is necessary to answer a query; and (iii) the Plugin and API Results comply with any other policies Microsoft provides or publishes that are generally applicable to Plugins as part of the AI Experiences. Company is solely responsible for determining which data is made available through the API Results and for ensuring that such API Results comply with the terms of this Agreement and all applicable laws and regulations. API Results must not include anything that is subject to a license that would require Microsoft to license its software or documentation to third parties because Microsoft includes it in software or documentation, or that would otherwise subject Microsoft or its products and services to a third-party license.

d. Developer Requirements

The Plugin must meet the requirements located at Usage policies for Plugins for Microsoft Copilot as may be updated from time to time (the "Developer Policies"). Microsoft may refuse to publish or remove the Plugin if it fails to meet the Developer Policies.

e. Parity

Company will ensure that the content provided in the API provided to Microsoft for use with the AI Experiences is at all times at least as materially comprehensive and current as the materials made available by Company to other comparable artificial intelligence services (including without limitation OpenAI's ChatGPT Plugin experiences) to the extent the AI Experiences technically enable such comparable content.

f. Security

Company will ensure that the Plugin, API, and API Results comply with reasonable and industry-standard security measures and any security requirements provided by Microsoft from time to time. Company will permit Microsoft to undertake reasonable penetration testing or similar activities from time to time to assess the security of the Plugin.

g. Company End-User Support

Company is solely responsible for the operation of the API and Plugin, including all end-user support. Company will notify Microsoft if it becomes aware of any material complaints or questions by customers in connection with the Plugin or in connection with this Agreement.

h. Distribution; No Obligation to Use

Subject to the terms of this Agreement, Microsoft has the sole right to determine the appearance of and distribution of the Plugin, API Results, and related experiences in the AI Experiences. This Agreement does not require Microsoft to distribute or use the Plugin, and Microsoft may cease distributing and using the Plugin or cease the Plugin program in its entirety at any time.

3. IP Rights; Ownership; Feedback

a. Trademark License

Company grants Microsoft a worldwide, nonexclusive, royalty-free, fully paid-up license to use the Company Marks (defined below) during the Term, to disclose and promote use of the Plugin in connection with operation, marketing, and support of AI Experiences, including using Company's name and trademarks in AI Experiences, user support and marketing websites. All goodwill, rights, and benefits in the Company Marks that arise from their use under this Agreement will inure solely to Company. "Company Marks" means the trademarks of Company associated with the Plugin.

b. Ownership

As between the parties and subject to the licenses in this Agreement, Company owns all rights in the API, API Results and Plugin, and Microsoft owns all rights in the AI Experiences. Each party reserves all rights not expressly granted in this Agreement.

c. No Joint Intellectual Property

The parties do not intend to jointly develop or create any intellectual property under or in connection with this Agreement.

d. Feedback

If Company provides feedback, suggestions, comments, or other input ("Feedback") to Microsoft with respect to the AI Experiences, Plugin features or any other Microsoft product or service, Microsoft may freely use that Feedback without any obligation to Company. Company agrees not to provide Microsoft with any Feedback that is subject to license terms that seek to require any Microsoft product, technology, service, or documentation incorporating or derived from such Feedback, or any Microsoft intellectual property, to be licensed or otherwise shared with any third party.

4. Personal Data

Company may not request full prompts as part of the API Call. If the API Calls contain Personal Data shared by one party to the other, the provisions set forth in Exhibit 1 to this Agreement apply.

5. Confidentiality

If the parties have a nondisclosure agreement ("NDA"), the terms of that NDA apply to this Agreement and are hereby incorporated by this reference. If the parties do not have an NDA, the parties agree that this Agreement and all information disclosed in connection herewith shall be deemed to be "Confidential Information" of the disclosing party. Neither party will disclose the other's Confidential Information to third parties. Each party will use such information only for purposes of this business relationship. Each party agrees to take reasonable steps to protect the other's Confidential Information. Each party may disclose the other's Confidential Information to affiliates, employees, and contractors. If disclosed, the disclosing party remains responsible for any unauthorized use or disclosure. These disclosures may be made only on a need-to-know basis, subject to the obligations of this section.

6. Warranties; Exclusions; Disclaimer

a. Representations, Warranties, and Covenants

Each party represents, warrants, and covenants that: (i) it has and will have all requisite corporate power and authority to execute this Agreement, to perform its obligations hereunder, and to grant the rights provided hereunder; it is not presently under, nor will it enter into any obligation that is in conflict with this Agreement or would impair its performance under this Agreement; (ii) it will comply with all applicable laws, rules and regulations in connection with its performance under this Agreement; (iii) it has the right to license and provide any content, services or software to the other as contemplated under this Agreement; and (iv) it will not provide to the other, such as via the API, any viruses, worms, malware, surveillance, Trojan horses or other harmful or destructive content.

Company further represents, warrants, and covenants that the API Results will not violate the Code of Conduct and Company and the Plugin will comply with the Developer Policies.

b. Exclusions

Microsoft does not guarantee that availability of the Plugin or the AI Experiences will be uninterrupted, secure, error-free or that data loss will not occur.

c. DISCLAIMER

MICROSOFT PROVIDES NO OTHER WARRANTIES OR CONDITIONS AND DISCLAIMS ANY OTHER EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING WARRANTIES OF QUALITY, TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. THE AI EXPERIENCES MAY BE INCOMPLETE, AND MAY CONTAIN BUGS OR ERRORS. COMPANY AGREES THAT IT IS SOLELY RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS OF PARTICIPATING IN THE ACTIVITIES CONTEMPLATED UNDER THIS AGREEMENT.

7. Limitation of Liability

Microsoft's maximum, aggregate liability to Company under this Agreement is limited to direct damages finally awarded in an amount not to exceed US$5000. In no event will Microsoft be liable for indirect, incidental, special, punitive, or consequential damages, including loss of use, loss of profits, or interruption of business, however caused or on any theory of liability.

8. Defense

Company will defend Microsoft, including its subsidiaries, affiliates (as applicable), agents, and licensees (collectively the "Microsoft Covered Parties") against all Claims and pay the amount of any resulting adverse final judgment or approved settlement. "Claim" means any third-party allegation arising out of breaches of this Agreement. The Microsoft Covered Party will (i) promptly notify the Company of any Claim; (ii) permit Company to answer and defend; and (iii) provide non-confidential information and assistance, at Company's expense and request, as needed to defend the Claim. The Microsoft Covered Party may, at its expense and with separate counsel, monitor or participate in the defense. Company will not be responsible for any settlement made by the Microsoft Covered Party without its consent. Company may not settle or publicize any Claim without the Microsoft Covered Party's consent.

9. Term

a. Initial Term and Renewal Term

The initial term of this Agreement will continue from the date when it is first accepted by Company and continue for twelve (12) months thereafter (the "Initial Term"). Thereafter, this Agreement will automatically renew for twelve (12) month periods (each, a "Renewal Term") unless either party gives notice to the other party of its intent not to renew at least 30 days' prior to the end of the then-current Initial Term or Renewal Term, as applicable. The Initial Term and all Renewal Terms, if any, shall collectively be the "Term."

b. Termination

Either party may terminate this Agreement on 30 days' written notice. Either party may terminate this Agreement if the other party is in material breach or default of any obligation, and such breach is not cured within 10 days' written notice of such breach.

c. Suspension

Microsoft may suspend the Plugin or the Plugin experiences at any time, for any reason. Microsoft's denial, removal, and suspension rights are without prejudice to its other rights and remedies. You may unpublish your Plugin at any time using the portal.

d. Effects of Termination

On the expiry or termination of this Agreement, the parties will disable the Plugin. Microsoft may store and continue to display the API Results retrieved prior to the date of termination to maintain users' chat history.

10. Miscellaneous

a. Changes

Microsoft reserves the right to change the AI Experiences, the Plugin feature, or this Agreement from time to time at its discretion and may require you to update or otherwise modify your Company Skill to meet new requirements. Microsoft will give you notice of the changes to this Agreement by providing you with and/or posting an updated version of this Agreement and such changes are effective after 30 days from posting. If you do not remove your Plugin(s) within thirty (30) days after the changes become effective, this will constitute your acceptance of the changes. If you do not agree to a change, you must remove your Plugin.

b. Notices

Notices must be in writing and may be provided either by electronic or physical mail: (a) to Company at the address listed during the submission process or (b) to Microsoft through the administrator portal.

c. Assignment

Neither party will assign, delegate, or otherwise transfer the Agreement, or its rights or obligations hereunder without the other's prior consent, except that they may engage in such assignments to an affiliate for operational reasons (change of control is not operational). The Agreement will be binding upon, and enforceable by, and will inure to the benefit of the parties hereto and their respective permitted successors and permitted assigns. Any assignment not permitted by the Agreement is void.

d. Public Announcements

Except as expressly set forth herein, neither party nor its representatives will make any public announcement concerning this Agreement or the substance within it, without the other party's prior written consent, except to the extent required by applicable law.

e. Severability and Waiver

If any provision in this agreement is found unenforceable, the balance of the agreement will remain in full force and effect. Failure to enforce any provision of this agreement will not constitute a waiver. Any waiver must be in writing and signed by the waiving party.

f. Survival

The sections of this Agreement which by their nature should survive termination or expiration should survive, including without limitation Section 2.f - Security and Sections 3-10 shall survive termination or expiration of this Agreement.

g. Compliance with Trade Laws

The parties to this Agreement acknowledge that the AI Experiences, relevant services, and related technology ("Items") may be subject to applicable trade laws in one or more countries. Company 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"). Microsoft may suspend or terminate the Agreement immediately to the extent that Microsoft reasonably concludes that continued performance would violate Trade Laws or put it at risk of becoming subject to sanctions or penalties under Trade Laws. For additional information, see Exporting Microsoft Products.

h. Applicable Microsoft Contracting Party

If you are located in the United States, Canada, Central or South America, India, Taiwan, Korea or China, the Microsoft contracting entity is Microsoft Corporation, located at One Microsoft Way, Redmond, Washington 98052. If you are located in Europe, the Middle East, Africa or Asia Pacific region (excluding India, Taiwan, Korea and China), the Microsoft contracting entity is Microsoft Ireland Operations Limited, located at One Microsoft Place, South County Business Park, Leopardstown, Dublin 18, Ireland.

i. Jurisdiction and Governing Law

If you are located in the United States, Canada, Central or South America, India, Taiwan, Korea or China, the laws of the State of New York govern this Agreement. If federal jurisdiction exists, the parties consent to exclusive jurisdiction and venue in the federal courts of the Southern District of New York. If not, the parties consent to exclusive jurisdiction and venue of the state courts located in the Borough of Manhattan, New York. The provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods do not apply.

If you are located in the United Kingdom, the laws of England and Wales govern this Agreement, any non-contractual obligations arising out of it and any claims for its breach, regardless of conflict of laws principles. If the parties ever have a dispute that becomes a court case, the exclusive forum for any dispute related to this Agreement, or its enforceability (including non-contractual disputes or claims) is in the courts of England and Wales.

If you are located in Europe (other than the United Kingdom), the Middle East or Africa, the laws of Ireland govern this Agreement, any non-contractual obligations arising out of it and any claims for its breach, regardless of conflict of laws principles. If the parties ever have a dispute that becomes a court case, the exclusive forum for any dispute related to this Agreement, or its enforceability (including non-contractual disputes or claims) is in the courts of Ireland.

If you are located in the Asia Pacific region (other than India, Taiwan, Korea and China), the laws of Singapore govern this Agreement, any non-contractual obligations arising out of it and any claims for its breach, regardless of conflict of laws principles. If the parties ever have a dispute that becomes a court case, the exclusive forum for any dispute related to this Agreement, or its enforceability (including non-contractual disputes or claims) is in the courts of Singapore. Regardless of where you are located, each party waives any objection to proceedings in such courts on the grounds of venue or on the grounds that proceedings have been brought in an inconvenient forum.

j. Independent Contractors; Non-Exclusive

The parties are independent contractors. This Agreement is non-exclusive. This Agreement does not restrict either party from acquiring, marketing, developing, or distributing technology, data, content, products, or services similar to, instead of, or in addition to the other party's products and services.

k. Other

Except as set forth in Section 10.a: Miscellaneous - Changes, any amendment to this Agreement must be executed by both parties. Each party will bear its own costs for its activities under this Agreement.

Exhibit 1: Personal Data Provisions

a. Defined Terms

"Data Protection Law" means any law, rule, regulation, decree, statute, or other enactment, order, mandate, or resolution, applicable to Company or Microsoft, relating to data security, data protection and/or privacy, and any implementing, derivative or related legislation, rule, regulation, and regulatory guidance, as amended, extended, repealed and replaced, or re-enacted.

"Personal Data" means any information relating to an identified or identifiable natural person ("Data Subject") and any other data or 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 referencing 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.

"Processing" means any operation or set of operations that is performed on Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination, or otherwise making available, alignment or combination, restriction, erasure, or destruction. "Process" and "Processed" will have corresponding meanings.

b. Compliance with Law

Each party shall comply with the obligations imposed on it under Data Protection Law. Each party will treat personal data in accordance with their posted privacy statements.

c. Confirmation of Compliance

Microsoft reserves the right, annually or upon customer complaint, to conduct a compliance review of Company's adherence to and/or execution of privacy obligations under the terms of the agreement and as required by applicable laws. Except in cases of a customer complaint, Company may submit an attestation of compliance in lieu of participating in a compliance review.

d. Nature of Data and Scope of Processing

The nature, purpose, and subject matter of the Processing, including the types of Personal Data and categories of data subjects involved, are described in the Agreement. Company shall not Process Personal Data for any other purpose. Subject to a Data Subject's additional authorization or instructions to the contrary, Company will (i) only use it in connection with Company's direct business relationship with Microsoft, and (ii) will not transfer or sell the Personal Data to any third party except to contractually bound sub-processors operating on behalf of Company. To the extent the California Consumer Privacy Act (CCPA) applies to any Personal Data, Company hereby certifies that it understands the above restrictions and will comply with them.

e. Data Security

Company warrants that its Plugin has been developed to operate with data received from Microsoft in a secure manner. Company's network, operating system and the software of its servers, databases, and computer systems must be properly configured to securely operate its Plugin and store data, including Personal Data, collected through its Plugins. Company's Plugin and/or service must use reasonable security measures to protect Personal Data of its users.

f. Roles of Parties

With respect to the Personal Data transferred under this Agreement, Company and Microsoft agree that both Company and Microsoft are independent data controllers, and not joint controllers, as defined in the EU General Data Protection Regulation (GDPR), of the Personal Data that each independently Processes.