Last revised: May 01, 2019
Thank you for developing with Microsoft Corporation (“Microsoft” “we” or “us”). This Agreement governs your use of the Microsoft identity platform for developers and identity-focused Microsoft APIs (“Microsoft Identity APIs”) (collectively, the “Platform”) to support your applications (each an “Application”) and any associated Application registrations.
This Agreement is between You and Microsoft Corporation (“Microsoft”, “we” or “us”), and consists of the terms below, the Microsoft Privacy Statement, and any accompanying documentation that applies in connection with your use of the Platform (collectively, the “Agreement”).
By accessing or using the Platform You are agreeing to this Agreement. You represent and warrant to us that You have the authority to accept this Agreement on behalf of yourself, a company, and/or other group or entity, as applicable. For example, if You are entering into this Agreement as member of a development team working on a project, then You are agreeing to these terms on behalf of yourself and anyone who is working with You on this project. Before agreeing to this Agreement, You must make sure that everyone else is aware of these terms and that You are binding them to this Agreement.
1. YOUR USE OF THE MICROSOFT IDENTITY PLATFORM
Your access and use of the Platform (including the Microsoft Identity APIs) is subject to your compliance with this Agreement and the license and use requirements provided herein. Nothing in this Agreement shall be construed to grant you a right to any other Microsoft product or service and Microsoft reserves the right to discontinue any Microsoft product or service at any time in Microsoft’s sole discretion.
License. Microsoft grants You a limited, non-exclusive, non-assignable, non-transferable, revocable license to use the Platform, including the Microsoft Identity APIs, to develop, test, and support your Application, and allow users of your Application (“Users”) to use your integration of the Microsoft Identity API(s) within your Application.
Use Requirements. The following use requirements set out Microsoft’s minimum expectations for your use of the Platform. Violation of these use requirements may result in the suspension or termination of your use of the Platform and/or any Microsoft Identity APIs.
Unless otherwise permitted by Accompanying Terms (as defined below), You must not:
- Use the Platform in a way that could impair, harm or damage Microsoft, the Platform or anyone’s use of the Platform;
- Use the Platform to disrupt, interfere with, or attempt to gain unauthorized access to services, servers, devices, or networks connected to, or which can be accessed via, the Platform;
- Use the Platform, or any information accessed or obtained using the Platform, for the purpose of migrating Users away from any Microsoft offering, except in connection with use of the Platform by your Application or unless expressly permitted by Microsoft;
- Scrape, build databases or otherwise create copies of any data accessed or obtained using the Platform, except as necessary to enable an intended usage scenario for your Application;
- Request from the Platform more than the minimum amount of data, or more than the minimum permissions to the types of data, that your Application needs for Users to use the intended functionality of your Application;
- Use an unreasonable amount of bandwidth, or adversely impact the stability of the Platform or the behavior of other applications using the Platform;
- Attempt to circumvent the limitations Microsoft sets on your use of the Platform;
- Reverse engineer, decompile or disassemble the Platform, except and only to the extent that applicable law expressly permits You to do so;
- Use the Platform, or any data obtained using the Platform, to conduct performance testing of any Microsoft offering unless expressly permitted by Microsoft;
- Use the Platform, or any data obtained using the Platform, to identify, exploit or publicly disclose any potential security vulnerabilities;
- Request or make available any data obtained using the Platform outside any permissions expressly granted by Users in connection with using your Application;
- Use any data accessed or obtained using the Platform for advertising or marketing purposes other than in connection with your Application;
- Misrepresent expressly, by omission, or implication, the need for users to obtain a valid license to the Microsoft offering that is accessed through any Microsoft Identity API;
- Redistribute or resell, or sublicense access to, the Platform, any data obtained using the Platform, or any Microsoft offering;
- Misrepresent expressly, by omission, or implication, the need for users to obtain a valid license to the Microsoft offering that is accessed through the Microsoft Identity API;
- Falsify or alter any unique referral identifier in, or assigned to an Application, or otherwise obscure or alter the source of queries coming from an Application to hide a violation of this Agreement; or
- Use the Platform or allow any user to use the Application in a way that violates applicable law, including:
- Illegal activities, such as child pornography, gambling, piracy, violating copyright, trademark or other intellectual property laws.
- Intending to exploit minors in any way.
- Accessing or authorizing anyone to access the Platform from an embargoed country as prohibited by the U.S. government.
- Threatening, stalking, defaming, defrauding, degrading, victimizing or intimidating anyone for any reason.
- Violating applicable privacy laws and regulations.
Accompanying Terms. In addition to the terms herein, your use of a particular Microsoft Identity API may be governed by additional terms under which You obtained access to that API. If You access APIs that are subject to accompanying terms (“Accompanying Terms”), then such Accompanying Terms will apply to your access and use of that API. In the event of a conflict between the Accompanying Terms and this Agreement, the Accompanying Terms will control with respect to the applicable API.
In particular, the Microsoft Graph API is provided pursuant to the terms here.
Support. Because the Platform is provided “as is,” Microsoft may not provide support services for the Platform.
2. YOUR APPLICATION
As the developer, You are responsible for your Application. In particular, You must comply with the following obligations with respect to your Application:
- Application Requirements: Your Application must:
- perform in compliance with all applicable Application marketing materials and/or documentation;
- be regularly tested for errors;
- be free from any malicious, deceptive or unlawful code or program or any activities that violate applicable law, regulations, government orders or decrees;
- employ industry standard security and privacy practices;
- not use Microsoft trademarks or tradenames without prior written approval from Microsoft, and in such a case that approval is granted, your Application must comply with all applicable Microsoft brand guidelines;
- present Users with an End-User-License-Agreement (“EULA”. that contains terms consistent with those set forth herein and expressly disclaims all warranties and liability on behalf of Microsoft; and
- present Users with a Privacy Statement that discloses how You collect and use User data. You Privacy Statement must:
- be publicly available online and easily accessible to Users within the Application;
- comply with applicable laws and regulations;
- inform Users of the information accessed, collected or transmitted by your Application and how that information is used, stored, secured and disclosed
- describe the controls that Users have over the use and sharing of their information, and how they may access their information; and
- be at least as restrictive regarding the processing of data as Microsoft’s Privacy Statement.
- User Data and Privacy Requirements. You must obtain any necessary consents from your Users for any User data You collect, use, store or/or provide to Microsoft, as required by applicable laws and regulations. You must not collect or transfer any User’s personal information or data in a misleading, illegal, unauthorized or unfair way. In the event You’re storing data locally, You must ensure that data is kept up to date and implement corrections, restrictions to data, or the deletion of data as reflected in the data obtained through your use of the Microsoft Identity APIs. You must implement proper retention and deletion policies, including deleting all data when your User abandons your Application, uninstalls your Application, closes its account with You, or abandons the account.
- Support. You are solely responsible for the quality of your Application and providing support for your Application. Without limiting the foregoing, You agree to promptly (i) respond to User concerns surrounding your Applications and (ii) correct any material errors in your Application. You acknowledge and agree that Microsoft shall have no obligation to support your Application.
- Additional Rights. You are, and will continue to be, at your sole cost and expense, responsible for securing and maintaining all necessary rights, clearances and consents and paying all costs and expenses (including but not limited to applicable license fees and other costs associated with providing content or obtaining access to Application and services) for all content and services provided in or through your Application, and for undertaking all associated reporting obligations related thereto.
3. APPLICATION REGISTRATION
Certain Microsoft Identity APIs will require that You register your Application. Your registration must be accurate and kept up to date by You at all times. If You are required to register your Application, then You must comply with the following terms:
- Application ID and Display Name. When registering your Application, you must choose a unique “Display Name” for your Application. You may not select a Display Name that impersonates someone else, is or may be illegal, is or may be protected by trademark or other proprietary rights, is vulgar or offensive or that may cause confusion. Microsoft reserves the right to reject your Display Name in Microsoft’s sole discretion. Microsoft will also assign your Application an “Application ID”. Microsoft may reassign Application IDs in Microsoft's sole discretion.
- Access Credentials. Once You have successfully registered an Application, You may be given Access Credentials for your Application. “Access Credentials” means the necessary security keys, secrets, tokens, and other credentials to access Microsoft APIs. The Access Credentials enable Microsoft to associate your Application with your use of the Microsoft Identity APIs. All activities that occur using your Access Credentials are your responsibility. Access Credentials are non-transferable and non-assignable. You must keep your Access Credentials confidential, and You may not share your Access Credentials with anyone else.
- Change of Control. In the event of a change of control of the entity You represent, and subject to the acquiring company’s compliance with all of the terms and conditions of this Agreement and any Accompanying Terms, You may sell, assign, or transfer your Application’s Application ID to the acquiring company, and such acquiring company may continue to use the Application ID as part of the acquired Application. You may not otherwise assign the Application ID without Microsoft’s prior written consent.
4. TERM AND TERMINATION
- Termination. This Agreement will remain in effect until terminated. Microsoft may suspend or immediately terminate this Agreement, including the licenses and rights granted herein and/or may disable your Application or access to the Platform at any time and in Microsoft’s sole discretion.
- Effect of Termination. Upon termination, all licenses granted herein immediately expire, and you must cease use of the Platform. You must comply with any Microsoft instruction to return or delete data accessed or obtained through the Platform, unless prohibited by law. Microsoft will not be liable to you for any damages resulting solely from termination of this Agreement in accordance with its terms.
5. WARRANTIES AND DISCLAIMER OF WARRANTY
- Your warranties. You represent, warrant and undertake to Microsoft that:
- Your Application and use of the Platform comply with your Privacy Statement and all applicable laws and regulations in each territory or country in which you make your Application available. This includes without limitation: (i) data protection, privacy and other laws and regulations relating to collection, transmission and use of data associated with Users, (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 (v) export control laws;
- Your Application does not infringe upon or misappropriate any intellectual property or personal right of Microsoft or any third party;
- The licenses You grant to Microsoft hereunder do 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 grant the rights You grant hereunder;
- Microsoft's exercise of the rights You grant under this Agreement will not obligate Microsoft or its affiliates to any third party; and
- The information You provide to Microsoft through the Platform is accurate and correct.
- MICROSOFT DISCLAIMER OF WARRANTY. MICROSOFT PROVIDES THE PLATFORM "AS-IS," "WITH ALL FAULTS," AND "AS AVAILABLE." YOU BEAR THE RISK OF USING THE PLATFORM. 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 PLATFORM. 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, MICROSOFT EXPRESSLY DISCLAIMS ANY WARRANTIES THAT ACCESS TO, OR USE OF, THE PLATFORM WILL BE UNINTERRUPTED, SECURE OR ERROR FREE.
6. LIMITATION OF LIABILITY
RECOVERY FROM MICROSOFT, MICROSOFT SUPPLIERS, LICENSORS, AND AFFILIATES (“COVERED PARTIES”) FOR ALL SUCCESSFUL CLAIMS IS LIMITED TO ONLY DIRECT DAMAGES UP TO U.S. $500. YOU CANNOT RECOVER ANY OTHER DAMAGES, INCLUDING CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES AND LOST PROFITS. THIS LIMITATION APPLIES TO ANYTHING RELATED TO THIS AGREEMENT, FOR EXAMPLE: A MICROSOFT OFFERING OR PLATFORM, LOSS OF DATA, YOUR CONTENT; VIRUSES OR OTHER DISABLING FEATURES THAT AFFECT YOUR ACCESS TO OR USE OF THE PLATFORM; INCOMPATIBILITY BETWEEN YOUR APPLICATION AND OTHER SERVICES, SOFTWARE, HARDWARE OR APPS; DELAYS OR FAILURES YOU MAY HAVE IN INITIATING, CONDUCTING, OR COMPLETING ANY TRANSMISSIONS OR TRANSACTIONS IN CONNECTION WITH THE PLATFORM OR A MICROSOFT OFFERING IN AN ACCURATE OR TIMELY MANNER; AND CLAIMS FOR BREACH OF CONTRACT; BREACH OF WARRANTY, GUARANTEE, OR CONDITION; MISREPRESENTATION; STRICT LIABILITY; NEGLIGENCE; OR OTHER TORT. IT ALSO APPLIES EVEN IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES, FAILS OF ITS ESSENTIAL PURPOSE OR A COVERED PARTY KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF THE DAMAGES. THIS AGREEMENT DOES NOT EXCLUDE OR RESTRICT LIABILITY FOR DEATH OR PERSONAL INJURY ARISING FROM A COVERED PARTY’S NEGLIGENCE, FRAUD, OR ITS GROSS NEGLIGENCE OR WILLFUL INTENT. SOME OR ALL OF THESE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU IF YOUR STATE, PROVINCE, OR COUNTRY DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES.
- Indemnification by You. You will defend, indemnify and hold Microsoft and Microsoft’s affiliates, agents and employees, harmless from and against (including by paying any associated costs, losses damages or expenses and attorneys' fees) any and all third-party claims, proceedings or suits arising from or related to breach of your representations, warranties, or obligations herein or infringement of Microsoft’s or third party’s intellectual property.
- Process. In connection with any claims subject to the indemnification obligations above, Microsoft will (i) give You prompt written notice of the claim, (ii) cooperate with You (at your expense) in connection with the defense and settlement of the claim, and (iii) permit You to control the defense and settlement of the claim with counsel reasonably acceptable to Microsoft except that You may not settle the claim against Microsoft without Microsoft’s prior written consent. Microsoft (at its own cost) may participate in the defense and settlement of the claim with counsel of its own choosing.
8. GENERAL TERMS
- Applicable Law
- United States. If You reside in the United States, Washington state law governs the interpretation of this Agreement and applies to claims for breach of it, regardless of conflict of laws principles. The laws of the state where You live govern all other claims, including claims under state consumer protection laws, unfair competition laws, and in tort.
- Outside the United States. If You reside in any country other than the United States, the laws of that country apply.
- Exclusivity. This Agreement does not restrict Microsoft or You from acquiring, marketing, developing, or distributing technology, data, content, products or services similar to, instead of, or in addition to the Application.
- Assignment and Delegation. Except as expressly permitted in this Agreement, You may not assign or delegate any rights or obligations under this Agreement, including in connection with a change of control. Any purported assignment and delegation shall be ineffective. Microsoft may freely assign or delegate all rights and obligations under this Agreement, fully or partially without notice to You.
- Reservation of Rights. All rights not expressly granted herein are reserved by Microsoft. You acknowledge that all intellectual property rights within the Platform remain the property of Microsoft and nothing within this Agreement will act to transfer any of these intellectual property rights to You.
- Independent Contractors. Nothing in this Agreement shall be construed as creating an employer-employee relationship, joint controller, processor-subprocessor relationship, a partnership, or a joint venture between the parties.
- No Waiver. Nether party’s failure to act with respect to a breach of this Agreement will waive that party’s right to act with respect to that breach or other breaches.
- Survival. Sections of this Agreement that, by their terms, require performance after the termination or expiration of this Agreement will survive.
- Modifications. Microsoft may modify this Agreement at any time with or without individual notice to You. Any modifications will be effective upon your continued use of the Platform.
- Entire Agreement. This Agreement, any Accompanying Terms and any documents incorporated into this Agreement by reference, constitute the entire agreement between You and Microsoft regarding the Platform and supersede all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Agreement. If any provision of this Agreement is found to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable to the maximum extent possible.