Last updated: Oct 27, 2021
The Commercial Marketplace publishes listings for offers from third party publishers (“Publishers”) and Microsoft, including: contact me offers, free trial offers, bring your own (BYOL) offers, transactable offers, and such other offer types that Microsoft enables (collectively, including any updates “Offers”).
2. Accessing the Commercial Marketplace
(a) Restrictions. You may access and use the Commercial Marketplace for your personal and internal business purposes. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any data or information from the Commercial Marketplace absent Microsoft permission. Microsoft reserves all rights to the Commercial Marketplace not expressly granted by Microsoft; Microsoft and Publishers (as applicable) reserve all rights to the Offers not expressly granted, whether by implication, estoppel, or otherwise. You may not:
(i) circumvent or bypass any technological protection measures in or relating to the Commercial Marketplace or Offers;
(ii) disassemble, decompile, decrypt, hack, emulate, exploit, or reverse engineer any software or other aspect of the Commercial Marketplace or Offers, except and only to the extent that applicable copyright law expressly permits doing so;
(iii) publish, copy, rent, lease, sell, export, import, distribute, or lend the Commercial Marketplace or Offers; or
(iv) enable access to the Commercial Marketplace or Offers by unauthorized third-party applications or otherwise in a manner intended to avoid incurring fees or to circumvent usage limits or quotas.
(b) Microsoft Account. You do not need a Microsoft account to access and browse the Commercial Marketplace. However, you will need a Microsoft account to purchase Offers.
(c) Throttling. We may limit the number of requests that you can make to the Commercial Marketplace to protect our system or to enforce reasonable limits on your use of the Commercial Marketplace. Additionally, Publishers may place restrictions on the number of requests that you can make to their services, which may be enforced by Microsoft (“Specific Throttling”). Specific Throttling limits may be displayed on the Publisher’s content detail page for which they apply. The Specific Throttling limits may be changed at any time, with or without notice.
3. Publisher Terms
(i) The Commercial Marketplace displays the Publisher of each Offer and the applicable Publisher Terms. Microsoft is not a party to and is not bound by any Publisher Terms. You are responsible for your dealings with Publishers.
(ii) A Publisher may provide their own Publisher Terms or leverage the Standard Contract for Microsoft commercial marketplace or the Standard Application License Terms. Publisher Terms do not modify any of these Marketplace Terms. You should review the Publisher Terms (including privacy terms) before accessing any Publisher Offer. Microsoft does not license any intellectual property to you as part of any third party Offer and is not responsible or liable to you or others for information or services provided by any such Offer.
(b) BYOL Offers. Publishers may make certain Offers available on the condition that you have obtained, outside of the Commercial Marketplace, the rights necessary to use such Offers (“Bring-Your-Own-License (BYOL) Offers”). If you use any BYOL Offer, you are responsible for ensuring that you have sufficient rights to use the Offer.
(c) Support Obligations. You are responsible for confirming the Publisher’s support obligations for Publisher Offers. Microsoft is not responsible or liable in any way for supporting any Publisher Offer.
4. Purchasing and Billing
(a) Purchase of Microsoft Offers. The applicable pricing and payment terms of your customer agreement with Microsoft apply to your purchase of Offers published by Microsoft on the Commercial Marketplace, which can include the Microsoft Customer Agreement “pricing and payment” terms. Please consult the Microsoft Azure Legal Information for more information.
(b) Azure Prepayment. Unless indicated otherwise for a particular Offer, neither Microsoft subscription credits (such as free trial, MSDN, or Microsoft for Startups) nor Azure prepayment funds may be used to purchase Offers. Purchases of Offers on the Commercial Marketplace will be billed separately.
(c) Free Trials. If you take part in a free trial subscription for an Offer, you must cancel your subscription before the end of the trial period to avoid incurring charges. If you do not cancel your subscription by the end of free trial period, you will be charged for the Offer at the applicable purchase price. If you create multiple subscriptions to a free trial Offer, the trial period applicable to all such subscriptions will commence on the date that you create your first subscription, and, upon notice, all such subscriptions will convert to paid Offers thereafter.
(d) Suspension and Cancelation. We may suspend or cancel your access to the Commercial Marketplace, any Offers, and your Microsoft account for any of your violation of these Marketplace Terms. Suspension or cancellation of access for non-payment could result in a loss of your data.
(e) Price Changes. Prices of Offers may change during the term. You will be notified prior to any price increase going into effect. For more information, see Price changes to marketplace products.
(f) Refunds. Purchases of Offers on the Commercial Marketplace may be eligible for refunds. For more information, see Refund policies for Microsoft AppSource and Azure Marketplace.
5. Privacy and Data Protection
(a) Privacy on the Commercial Marketplace. Your privacy is important to us. Please read this Privacy and Data Protection section and the Microsoft Privacy Statement ("Privacy Statement"), as they explain the personal data Microsoft processes, how Microsoft processes personal data, and for what purpose.
(b) Information Disclosed to Publishers. If you purchase or use a Publisher’s Offer, we may share with the Publisher of such Offer your contact information and details about the transaction and your usage. We will not share your Customer Data (defined below) with any Publisher without your permission. “Customer Data” means all data, including all texts, sound, video, or image files, and software, that are provided to Publishers (including Microsoft) by, or on behalf, of you through use of any Offer. You are solely responsible for the content of all Customer Data.
(c) Publisher Privacy Policies. Publishers are responsible for providing privacy statements that describe their privacy practices with respect to Customer Data collected by their Offers or any customer information that they receive from Microsoft. Unless indicated otherwise, Microsoft’s privacy, security, and data location and data retention policies will not apply to any third party Offer or to Publishers’ use of any Customer Data or other customer information.
(d) Your Disclosure of Customer Data. If you share Customer Data in public areas of the Offers, through features that permit public sharing of Customer Data, or in shared areas available to others, you agree that anyone with whom you have shared Customer Data may use, save, reproduce, distribute, display, and transmit that Customer Data freely. If you do not want others to have that ability, do not use the Offers to share your Customer Data.
6. Notices and Procedure for Making Claims of Intellectual Property Infringement
We respect the intellectual property rights of others. If you wish to send a notice of intellectual property infringement, including claims of copyright infringement, please use our procedures for submitting Notices of Infringement https://www.microsoft.com/legal/intellectualproperty/infringement. ONLY INQUIRIES RELEVANT TO THIS PROCEDURE WILL RECEIVE A RESPONSE. We use the processes set out in Title 17, United States Code, Section 512 to respond to notices of copyright infringement.
7. LINKS TO THIRD PARTY SITES
THE LINKS TO THIRD PARTY SITES WILL LET YOU LEAVE THE COMMERCIAL MARKETPLACE. THE LINKED SITES ARE NOT UNDER THE CONTROL OF MICROSOFT AND MICROSOFT IS NOT RESPONSIBLE FOR THE CONTENTS OF ANY LINKED SITE OR ANY LINK CONTAINED IN A LINKED SITE, OR ANY CHANGES OR UPDATES TO SUCH SITES. MICROSOFT IS NOT RESPONSIBLE FOR WEBCASTING OR ANY OTHER FORM OF TRANSMISSION RECEIVED FROM ANY LINKED SITE. MICROSOFT IS PROVIDING THESE LINKS TO YOU ONLY AS A CONVENIENCE, AND THE INCLUSION OF ANY LINK DOES NOT IMPLY ENDORSEMENT BY MICROSOFT OF THE SITE.
8. NO WARRANTIES
MICROSOFT, AND OUR AFFILIATES, SUPPLIERS, RESELLERS, DISTRIBUTORS, AND VENDORS, MAKE NO WARRANTIES, EXPRESS OR IMPLIED, GUARANTEES OR CONDITIONS WITH RESPECT TO YOUR USE OF THE COMMERCIAL MARKETPLACE AND OFFERS. YOU UNDERSTAND THAT USE OF THE COMMERCIAL MARKETPLACE AND OFFERS IS AT YOUR OWN RISK AND THAT WE PROVIDE THE COMMERCIAL MARKETPLACE ON AN “AS IS” BASIS “WITH ALL FAULTS” AND “AS AVAILABLE.” YOU BEAR THE ENTIRE RISK OF USING THE COMMERCIAL MARKETPLACE AND OFFERS. MICROSOFT DOESN'T GUARANTEE THE ACCURACY OR TIMELINESS OF INFORMATION AVAILABLE FROM THE COMMERCIAL MARKETPLACE OR OFFERS. TO THE EXTENT PERMITTED UNDER YOUR LOCAL LAW, WE EXCLUDE ANY IMPLIED WARRANTIES, INCLUDING FOR MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, AND NON-INFRINGEMENT WITH RESPECT TO THE COMMERCIAL MARKETPLACE AND OFFERS. YOU MAY HAVE CERTAIN RIGHTS UNDER YOUR LOCAL LAW. YOU ACKNOWLEDGE THAT COMPUTER AND TELECOMMUNICATIONS SYSTEMS ARE NOT FAULT-FREE AND OCCASIONAL PERIODS OF DOWNTIME OCCUR. WE DO NOT GUARANTEE THE COMMERCIAL MARKETPLACE OR OFFERS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR THAT CUSTOMER DATA LOSS WON'T OCCUR.
9. Limitation of Liability
If Microsoft breaches these Marketplace Terms, or if you have any basis for recovering damages despite these Marketplace Terms’ limitations, you agree that your exclusive remedy is to recover from Microsoft or any affiliates, suppliers, resellers, distributors, and vendors, direct damages up to $5,000. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WHATEVER THE LEGAL BASIS FOR THE CLAIM, YOU CAN'T RECOVER ANY OTHER DAMAGES OR LOSSES, INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES. These limitations and exclusions apply even if this remedy doesn't fully compensate you for any losses or fails of its essential purpose or if we knew or should have known about the possibility of the damages. To the maximum extent permitted by law, these limitations and exclusions apply to anything related to these Marketplace Terms, such as: (i) loss of Customer Data; (ii) any dispute with a Publisher, (iii) any virus affecting your use of any Offers; (iv) delays or failures in starting or completing transmissions or transactions; (v) claims for breach of contract, warranty, guarantee, or condition; (vi) strict liability, negligence, misrepresentation, omission, trespass, or other tort; (vii) violation of statute or regulation; or (viii) unjust enrichment. Some or all of these limitations or exclusions may not apply to you if your state, province, or country doesn't allow the exclusion or limitation of incidental, consequential, or other damages.
10. Offer Availability
The Commercial Marketplace, Offers, and other materials offered through the Commercial Marketplace may be unavailable from time to time, may be offered for a limited time, or may vary depending on your region or device. If you change the location associated with your account, you may need to re-acquire the material or applications that were available to you and paid for in your previous region.
11. Changes to These Marketplace Terms
(a) We may change these Marketplace Terms at any time, and will notify you of such changes by updating the last updated date. Using the Commercial Marketplace after the changes become effective means you agree to the new terms. If you do not agree to the new terms, you must stop using the Commercial Marketplace.
(b) There may be times when we need to remove or change features or functionality of the Commercial Marketplace or stop providing access to an Offer (including subscription Offers) and Commercial Marketplace altogether. We may release the Commercial Marketplace or its features in a preview or beta version, which may not work correctly or in the same way the final version may work.
12. Choice of Law and Place to Resolve Disputes
This Agreement is governed by Washington state law (disregarding conflict of laws principles) and the parties consent to exclusive jurisdiction and venue in the state and federal courts in King County, Washington, USA. Neither party will claim lack of personal jurisdiction or forum non conveniens in these courts.