Change history for Microsoft Publisher Agreement Version 8.0 - October 2021 Update

Article
04/04/2024

Effective date: October 15, 2021

We heard your feedback and updated the Microsoft Publisher Agreement to clarify our relationship with you. The biggest change is updating our terminology to emphasize our primary role as publishing your Listings and acting as the billing agent for your Offers. These revisions do not affect how you interact with Microsoft and customers in the Commercial Marketplace‒we just wanted this Agreement to better reflect that existing relationship and match the language we use in our public documentation. As a result, you will see the terms Product and Product Assets replaced with the terms Offer, Offer Assets, and Listing, as applicable.

Our updates also create a more balanced agreement (e.g., mutual liability caps) and make the Agreement easier to read. To review all updates in the October 2021 update of the agreement, read the full Microsoft Publisher Agreement. To review the previous version of the agreement, see Microsoft Publisher Agreement version 8.0 May 2021 update.

Changes to document version 8.0 – September 2021

The following sections of the Agreement were updated in document version 8.0-October 2021 Update.

INTRODUCTION

We incorporated the global terminology changes noted above.

Section 1 PUBLISHER ACCOUNT

We incorporated the global terminology changes noted above and deleted a redundant mention of using contact information for communicating Partner Network updates. For clarity, your Partner Network Agreement addresses use of your contact information under that Agreement, not this Agreement.

Section 2 PUBLISHING A LISTING FOR YOUR OFFER

We reorganized this section to better communicate the relationship between Microsoft and you. We also deleted redundant language and incorporated the global terminology changes noted above. Specifically:

Title: We changed the title to more clearly reflect that this section applies to publishing Listings, not Offers.
Former Section 2(a) Appointment of Microsoft: We deleted this section because it was duplicative.
Section 2(b) Updates to Offers: We revised this section to make it applicable "to the extent you make updates available to Offers."
Section 2(e) Removing a Listing: We deleted the qualifying language that Microsoft will remove a Listing "within a reasonable period of time." Timing is an engineering function and depends on the unique circumstances of when you request to remove an Offer. Typically, this is done within 1-3 business days.
Section 2(g) Infringement Claims: We revised this section to clarify that it applies to other Offers or third-party content in the Commercial Marketplace.

Section 3 LICENSES

We want you to know exactly what rights you grant (and do not) grant Microsoft when you List an Offer, which led to the following changes:

Section 3(a) Grant of Rights to Microsoft: In line with the global terminology changes, we clarified that generally Microsoft only uses your Offer Assets (i.e., not the underlying Offer). For most Offers, the license grant you provide Microsoft is much narrower than previous language stated.
Section 3(c) Marketing Rights: We edited the intellectual property (IP) and trademark terms to be more favorable to you and to clarify that you remain the sole owner of your IP and trademarks.
Section 3(e) License to Microsoft Marks: We moved Microsoft's reservation of rights to a separate section.
Section 3(f) Reservation of Rights: We inserted a new section that includes a mutual reservation of rights.

Section 4 OFFER REQUIREMENTS

We didn't make any changes to this section, other than incorporating the global terminology changes noted above.

Section 5 ADDITIONAL TERMS APPLICABLE TO TRANSACTABLE OFFERS

We revised these terms for clarity:

Title: We updated the title of this Section to clarify that these terms only apply to transactable offers.
Section 5(a)(i) Appointment of Microsoft: We clarified that you, and not Microsoft, are the distributor of products acquired through the Commercial Marketplace.
Section 5(c) Publisher Net Revenue: We deleted a redundant definition of "Publisher Net Revenue."
Section 5(h) Taxes on Payments: We made minor clarifying edits.
Section 5(i) Taxes on Offer Transactions: We made minor clarifying edits to capture some models for money transactions available in Microsoft Teams.

Section 6 WARRANTIES

We didn't make any changes to this section other than incorporating the global terminology changes noted above.

Section 7 CONFIDENTIALITY, PRIVACY, DATA PROTECTION, AND SECURITY

We revised these terms for clarity:

Section 7(b)(iii) Contacting Customers: We revised this section to make it clearer that there are restrictions on contact details we provide to you and that you are responsible for obtaining additional consents from the customer for other uses of contact details.
Former Section 7(c) Error Reporting Data and Offer Analytics Data: We deleted references to Error Reporting Data and Offer Analytics Data, as those concepts were no longer applicable to the types of Offers covered by the Publisher Agreement.
Section 7(d)(ii) Security Incidents: We narrowed the scope of your reporting obligations to only include known (i.e., not "suspected") incidents and vulnerabilities to your Offer (i.e., not all your service offerings).

Section 8 REPORTING

We didn't make any changes to this section other than incorporating the global terminology changes noted above.

Section 9 DISCLAIMER, LIMITATION OF LIABILITY, AND DEFENSE OF CLAIMS

We revised these terms for clarity and to make certain terms more favorable to you.

Section 9(b) Limitation of Liability: We revised this section to clarify that neither party is liable for losses resulting from interruption of business.
Section 9(c) Damages Cap: We made this cap mutually applicable and added common mutual exclusions to direct damage caps.
Section 9(d) Indemnity: We revised this section to more clearly limit how and when we participate in response to a claim.
Section 9(e) Limitation on Claims: We deleted this section.

Section 10 TERM AND TERMINATION

We revised these terms for clarity.

Section 10(c) Wind-Down Period: We revised this section to clarify our billing practices during any Wind-Down Period.

Section 11 MISCELLANEOUS