Microsoft Cloud Storage Partner Program Integration Terms

Updated January 16, 2024

These Microsoft Cloud Storage Partner Program Integration Terms (the “Terms”) are an agreement between Microsoft Corporation (“Microsoft”) and the entity represented by you, the person affirming agreement to these Terms, including any Affiliates of that entity (collectively, “Company”). Company is authorized to agree to these Terms only if after it has been approved by Microsoft through the Microsoft application process for the Program (defined below). Microsoft has the right to make changes to these Terms as described in Section 3 below, and Company consents to those changes as described in that same section.

If Company has an existing contract with Microsoft governing its participation in the Program (e.g., a “Microsoft Cloud Storage Partner Program Integration Agreement”) as of the date when Company agrees to these Terms, then as of that date that previous agreement concerning the Program is terminated by mutual agreement.

SECTION 1 - Recitals

Company wants to participate in Microsoft’s Cloud Storage Partner Program (the “Program”), which allows for various technology integration scenarios with Microsoft 365 Technologies. Company and Microsoft desire to work together to enable Company users to view and edit documents stored on the Company Service in the Supported Office File Formats, using Microsoft 365 Technology that integrates with a Company Application, and to enable users of Microsoft 365 Technology to utilize the functionality of Company offerings from within Microsoft 365 Technology file experiences, as applicable.

SECTION 2 - Definitions

(a) “Affiliate” means each legal entity that owns, is owned by, or is commonly owned with a party. “Own” means having more than 50% ownership or the right to direct the management of the entity.

(b) “Company Application” means collectively all language versions of Company’s cloud storage client application identified by Company as part of the process of signing up to the Program, that works with the Company Service and is Company-branded (not co-branded), and that may integrate with the Microsoft 365 Technology identified in the Schedule, including all documentation that Company provides with its general commercial releases of that application. Where that Company application is a web version, then “client application” above is deemed to refer instead to the application functionality described above that is provided to users through a web browser to allow the user to access the Company Service.

(c) “Company Service” means the Company cloud storage service that is Company-branded (not co-branded), and that is identified by Company as part of the process of signing up to the Program.

(d) “End User” means any person or other entity that uses the Microsoft 365 Technology, as integrated with the Company Service and/or Company Application in accordance with the Schedule, to access (1) files stored in the Company Service; or (2) any of the functionality of the Company Application, developed in accordance with the Schedule.

(e) “Microsoft 365 Technology” means a Microsoft software application, online application or service identified in a Schedule. For the avoidance of doubt, Microsoft may substitute a different name for any such application or service from time to time in its sole discretion.

(f) “Program Documentation” means the documentation for the Program, specified by Microsoft and available at https://learn.microsoft.com/microsoft-365/cloud-storage-partner-program/ (or any successor site Microsoft designates), and updates to that documentation specified by Microsoft.

(g) “Supported Office File Formats” means the file formats specified for the Microsoft 365 Technology in the Program Documentation.

(h) “Term” is defined in Section 5(a).

SECTION 3 Schedules; updates; changes to Terms; incident reporting

(a) Schedule. “Schedule” means the schedule at the end of these terms, and may also refer to added schedules as stated below in this Section 3. That initial Schedule is incorporated into these Terms by this reference. These Terms’ main body provisions will control over any conflicting terms in the Schedule, unless the Schedule expressly states otherwise.

(b) Integration; conformance to Schedule. Company will use commercially reasonable efforts to make each Company Application, as integrated with the Microsoft 365 Technology pursuant to the Program Documentation, available during the Term. As used in these Terms, making a Company Application or Company Service available means making it available for Company’s internal use and/or providing it (or access to it) to a third party for that third party’s use. But, Company will not make any Company Application or Company Service available, as so integrated and/or using Microsoft Trademarks as permitted by these Terms, until both the Company Application and Company Service have been reviewed and approved by Microsoft in writing (email sufficient). Microsoft will make its decision about whether to approve the Company Application and Company Service based on whether the item in question conforms to the Schedule (including conformance to the Program Documentation), including as to use of the Microsoft Trademarks. Once the Company Application and Company Service (including updates to them) are made available, Company will see that each conforms to the Schedule, including if: (1) Microsoft makes any updated version of a Microsoft 365 Technology available; or (2) Company makes any updated version of a Company Application or Company Service available. Each updated version of a Company Application, Company Service, or Microsoft 365 Technology referred to in this Section 3(b) will become the “Company Application,” “Company Service,” or “Microsoft 365 Technology,” respectively, once it is made available.

(c) Added Schedules; changes to these Terms.

(1) Added Schedule. When Microsoft introduces a feature set that is new to the Program, then subject to Sections 3(c)(3)-(4) Microsoft may add a new Schedule to these Terms (or otherwise change these Terms) to govern Company’s use of that new feature set. Where these Terms refer to “the Schedule,” those references will apply separately and independently to the initial Schedule and to each such added Schedule. Each Schedule’s terms do not modify or apply to any other Schedule, unless that other Schedule’s terms expressly state otherwise.

(2) Other Terms changes. In addition to adding Schedules as described above, Microsoft may change these Terms at any time. Those changes are effective as indicated below.

(3) Notice; when changes are effective. Company accepts each added Schedule, and each change Microsoft makes to these Terms as described above, by continuing to make the Company Application and/or Company Service available as integrated with the Microsoft 365 Technology (including by implementing internet services using MS-WOPI or WOPI (defined in the Schedule), more than 60 days after being notified of that added Schedule or that change (through email or other reasonable means). In that event, the respective added Schedule and change to these Terms will become effective and be incorporated into these Terms when that 60-day period ends. If Company does not want to agree to the added Schedule or changed terms, Company must both stop making the integrated Company Application and/or Company Service available and provide Microsoft with notice of its rejection of the added Schedule or changed terms, before the end of that 60-day period, and then these Terms (and all of Company’s rights under these Terms) will terminate at the end of that 60-day period.

(4) Security Incident and technical requirements changes have shorter notice period. Microsoft may also change these Terms to address a Security Incident (defined below), or Microsoft may update technical requirements in the Schedule by providing an updated Schedule to Company. Updates to technical requirements, in this context, include updates to apps included in any Microsoft 365 Technology, updates to Microsoft APIs used to enable the integration of that Microsoft 365 Technology with other parties’ applications (such as Company Applications), updates to MS-WOPI or WOPI and online documentation for them, and updates to the Microsoft web domains used for the integration. Security Incident updates and technical requirement updates to these Terms are governed by subsection (3) above, like other changes to these Terms, except that for Security Incident updates and technical requirement updates the period referred to in that subsection will be 30 days.

(d) Subcontracting. Either party may subcontract its obligations under this Section 3 to any third party without the other party’s prior written consent. Each party will be liable for its subcontractors’ actions and omissions relating to these Terms as if they were that party’s own actions and omissions.

(e) Incident reporting

(1) Security Incidents. Within 24 hours after Company becomes aware of any Security Incident during the Term, as a result of its interaction with or support of any Microsoft 365 Technology in relation to these Terms, Company will notify Microsoft. “Security Incident” means any attempted or actual unlawful third-party access to a Microsoft 365 Technology (or such third-party access that breaches Microsoft’s terms of service for that Microsoft 365 Technology), including unauthorized access resulting in loss, disclosure, or alteration of customer data used or stored via use of the Microsoft 365 Technology.

(2) Privacy Incidents. Within 48 hours after Company becomes aware of any Privacy Incident during the Term, Company will notify Microsoft. “Privacy Incident” means any attempted or actual unlawful third-party access to or use or disclosure of End User data stored via use of the Company Service as integrated with the Microsoft 365 Technology pursuant to these Terms, where a reasonable person would conclude that that unlawful access, use, or disclosure creates legal obligations for Microsoft with respect to privacy issues.

(3) Notices: special procedures apply. The Program Documentation has instructions for how to give Microsoft the notices required under this Section 3(e), and Company will comply with those instructions. Also, Company’s mere compliance with its obligations to notify Microsoft under this Section 3(e) is not an acknowledgement by Company of any fault or liability with respect to the reported Security Incident or Privacy Incident.

SECTION 4 - Intellectual property

(a) Mutual trademark licenses

(1) “Microsoft Trademarks” means the Microsoft trade names, business names, domain names, product or service names, logos, trade dress, and other trademarks identified by Microsoft in writing for use by Program partners in connection with the Program. During the Term, Microsoft grants to Company a non-exclusive, limited, worldwide, non-transferable, non-assignable, royalty free, fully paid up license to use the Microsoft Trademarks as follows: (A) within the user interface of the Company Application developed in accordance with the Schedule in a manner approved by Microsoft prior to availability; and (B) subject to Microsoft’s prior written approval (not to be unreasonably withheld), in Company’s promotional materials related to the Microsoft 365 Technology integration with the Company Application. But, once Company obtains that Microsoft approval of an initial and representative sample use of Microsoft Trademarks in its promotional materials, Company will not be required to get Microsoft’s approval of future promotional materials that are substantially similar to those previously approved by Microsoft. Company may sublicense the rights granted under this Section 4(a)(1) to third parties only to allow them to act on behalf of Company.

(2) “Company Trademarks” means the Company trade names, business names, domain names, product or service names, logos, trade dress, and other trademarks identified by Company in writing for use by Microsoft under these Terms. During the Term, Company grants to Microsoft a non-exclusive, limited, worldwide, non-transferable, non-assignable, royalty free, fully paid up license to use the Company Trademarks as follows: (A) in connection with any onboarding process related to a specific Microsoft 365 Technology for purposes of Microsoft providing End Users access to Company Service from that Microsoft 365 Technology; and (B) as otherwise may be agreed to by the parties in writing (e.g., in marketing or promotional materials). Microsoft may sublicense the rights granted under this Section 4(a)(2) to third parties only to allow them to act on behalf of Microsoft.

(b) Trademark license conditions

(1) Each party granting license rights under Section 4(a) (“Licensor”) may provide reasonable written branding guidelines (the “Branding Guidelines”) to the other party (“Licensee”). Licensee will comply with the Branding Guidelines in its use of the “Licensed Trademarks” (which means the Microsoft Trademarks (where Company is Licensee) or the Company Trademarks (where Microsoft is Licensee)). Microsoft’s Branding Guidelines are provided in the Program Documentation.

(2) The license granted to Licensee under Section 4(a) is conditioned on Licensee complying with Sections 4(b)(1)-(3). Also, the Company Application (where Company is Licensee) and the Microsoft 365 Technology (where Microsoft is Licensee) must (A) meet or exceed quality and performance standards generally accepted in the industry; (B) be at least equal to the quality of applications and services that Licensee distributed and provided before starting to use the Licensed Trademarks under these Terms, and (C) comply with all applicable laws, rules, and regulations. If Licensee fails to comply with Section 4(b)(2)(A)-(C) and does not cure that failure within 15 days after receiving notice, Licensor’s sole and exclusive remedy for that noncompliance is that it may terminate the license granted by Licensor under Section 4(a)(1) or (2).

(3) In its reasonable discretion, Licensor may update the Licensed Trademarks and the Branding Guidelines by sharing them with Company in writing. (For Microsoft, this may include posting a notice of the updates in the Program Documentation.) Licensee will implement any changes required by the updated Licensed Trademarks or Branding Guidelines within a reasonable time (not to exceed 60 days) after notice from Licensor.(4) All goodwill regarding the Licensed Trademarks will inure to Licensor’s benefit.

(c) No joint development. The parties do not intend to engage in any joint development under these Terms, and will not do so unless expressly agreed otherwise in a separate written agreement signed by both parties. Company will not represent to any third party that its participation in the Program constitutes any sort of joint development by Microsoft and Company.

(d) Feedback. Company may voluntarily provide suggestions, comments or other feedback to Microsoft with respect to any Microsoft 365 Technology (“Feedback”). Microsoft may use Feedback for any purpose without obligation of any kind. Microsoft will not disclose the source of the Feedback without Company’s consent. Unless the parties specifically agree otherwise in writing, Feedback will not be subject to any confidentiality obligation.

(e) Excluded license actions. Each party acknowledges and agrees that nothing in these Terms grants it the right to, and that party agrees that it will not, distribute anything or otherwise take any action that would subject any of the other party’s software, technology, or other property relating to these Terms to license terms that seek to require that software, technology, or other property to be: (1) disclosed in source code form to third parties; (2) licensed to third parties for the purpose of making derivative works; or (3) redistributable to third parties at no charge.

(f) No implied licenses. Each party reserves all rights not expressly granted under these Terms. Other than those express grants, these Terms do not grant any rights to either party’s intellectual property rights, by implication, estoppel, or otherwise.

SECTION 5 - Term and termination

(a) Term. These Terms become effective for both parties when Company agrees to them through the process Microsoft has established for the Program, and these Terms will then continue for a one-year period (the “Initial Term”), at which point these Terms will automatically renew for successive, additional one-year periods (each, a “Renewal Term”), unless either party gives the other party notice of non-renewal at least 60 days before the expiration of the Initial Term or then-current Renewal Term. The Initial Term and all Renewal Terms (if any) are collectively referred to as the “Term.” This Section 5(a) does not change either party’s right to terminate these Terms as stated elsewhere in these Terms.

(b) Termination for cause. If a party materially breaches these Terms and fails to cure that breach within 30 days after notice of termination by the non-breaching party, then these Terms will terminate automatically upon the expiration of that period, without any additional notice. Also, Microsoft may immediately terminate these Terms upon notice for Company’s repetitive and/or persistent breaches of the Branding Guidelines.

(c) Termination without cause. Either party may terminate these Terms in its discretion without cause by giving the other party at least 60 days’ prior notice.

(d) Survival. The following provisions of these Terms will survive its termination or expiration: Sections 2 (Definitions), 3(d) (Subcontracting), 4(d) (Feedback), 4(f) (No implied licenses), 5(d) (Survival), 6 (Representations and warranties; indemnification), 7 (Insurance), 8 (Limitations of liability), and 9 (Miscellaneous).

SECTION 6 - Representations and warranties; indemnification

(a) By each party. Each party represents and warrants that:

(1) it has all rights and authority necessary to agree to these Terms and to grant the rights set forth in them; and (2) its entry into and performance under these Terms will not violate any agreement or obligation between that party and any third party.

(b) DISCLAIMER. EXCEPT AS SET FORTH IN SECTION 6(a), ANYTHING PROVIDED UNDER THIS AGREEMENT IS PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHETHER ARISING BY A COURSE OF DEALING, USAGE OR TRADE PRACTICE OR COURSE OF PERFORMANCE. THERE IS NO WARRANTY OF TITLE OR NON-INFRINGEMENT.

(c) Indemnification.

(1) Company will defend, hold harmless, and indemnify Microsoft, its Affiliates, directors, officers, employees, and agents from and against all claims or actions of any unaffiliated third party (and all resulting costs, damages, and fees reasonably incurred by them (including fees of attorneys and other professionals)) that, if proven, would establish:

(i) Company’s infringement or misappropriation of any third-party intellectual property rights with respect to a Company Service or a Company Application; or

(ii) Company’s failure to comply with applicable laws, rules or regulations with respect to a Company Service or a Company Application.

However, Company will have no liability under this Section 6(c)(1) to the comparative extent that those third-party claims result from Company’s compliance with the express instructions of Microsoft for any Company Application as set forth in the Schedule.

(2) Microsoft will defend, hold harmless, and indemnify Company, its Affiliates, directors, officers, employees, and agents harmless from and against all claims or actions of an unaffiliated third party (and all resulting costs, damages, and fees reasonably incurred by them (including fees of attorneys and other professionals)) that, if proven, would establish:

(i) Microsoft’s infringement or misappropriation of any third-party intellectual property rights with respect to a Microsoft 365 Technology or other Microsoft technologies expressly licensed by Microsoft to Company hereunder that are required for a Company Application or Company Service to integrate and interoperate with a Microsoft 365 Technology pursuant to the Schedule; or

(ii) Microsoft’s failure to comply with applicable laws, rules or regulations with respect to a Microsoft 365 Technology.

(3) Indemnification procedures. As to each claim or action for which it seeks protection under this Section 6, the indemnified party will:

(i) Provide the indemnifying party with reasonably prompt notice of any claims;

(ii) Permit the indemnifying party to answer and defend claims through mutually acceptable counsel; and

(iii) Provide the indemnifying party with reasonable information and assistance to help the indemnifying party defend claims, at the indemnifying party’s expense.

Any indemnified party may employ separate counsel and participate in the defense of any claim at its own expense. The indemnifying party will not settle any claim on the indemnified party’s behalf, or publicize the settlement, without the prior written consent of the indemnified party, not to be unreasonably withheld or delayed.

SECTION 7 - Insurance

During the Term, Company will maintain the following insurance coverage

(a) General. Company will maintain sufficient insurance coverage to meet obligations created by these Terms and by law. Company’s insurance must include the following coverage to the extent these Terms creates risks generally covered by these insurance policies: (1) Commercial General Liability (occurrence form) including contractual, and product liability with limits of at least $1,000,000 per occurrence; (2) Privacy and cybersecurity liability (including costs arising from data destruction, hacking or intentional breaches, crisis management activity related to data breaches, and legal claims for security breach, privacy violations, and notification costs) of at least $1,000,000 per claim; (3) Workers’ compensation satisfying all statutory limits; and (4) Employer’s liability with limits of at least $500,000 per occurrence.

Company will name Microsoft, its subsidiaries, and their respective directors, officers and employees as additional insureds in the Commercial General Liability policy, to the extent of contractual liability assumed by Company in Section 6 (Representations and warranties; indemnification). Microsoft must approve any deductible or retention in excess of $100,000 per occurrence or accident.

(b) Professional liability/errors & omissions liability. Company will purchase and maintain professional liability/errors and omissions insurance if the services it performs create exposures generally covered by such a policy. The policy will: (1) Have limits of at least $1,000,000 each claim. (2) Cover infringement of third party proprietary rights (including, for example, copyright and trademark rights) if such coverage is reasonably commercially available; and (3) Have a retroactive coverage date no later than the date on which Company enters into these Terms.

Company will maintain either active policy coverage or an extended reporting period providing coverage for claims first made and reported to the insurance company within 12 months after termination or expiration of these Terms.

(c) Proof of coverage. Upon request, Company will provide Microsoft with proof of the insurance coverage required by this Section 7. If Microsoft reasonably determines that Company’s coverage is less than that required to meet its obligations, Company will promptly buy additional coverage and notify Microsoft in writing.

SECTION 8 - Limitations of liability

(a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF DATA, REVENUE, AND/OR PROFITS), WHETHER FORESEEABLE OR UNFORESEEABLE, ARISING OUT OF THIS AGREEMENT, REGARDLESS OF WHETHER THE LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTIES OR OTHERWISE, AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.

(b) EACH PARTY’S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED $1,000,000.

(c) SECTIONS 8(a)-(b) DO NOT APPLY TO LIABILITY ARISING FROM: (1) BREACH OF OR CLAIMS UNDER SECTION 6 (REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION); (2) ANY INFRINGEMENT OR MISAPPROPRIATION BY ONE PARTY OF ANY INTELLECTUAL PROPERTY RIGHTS OF THE OTHER (INCLUDING A BREACH OF THE TRADEMARK LICENSE PROVISIONS OF SECTION 4 THAT REMAINS UNCURED); OR (3) FRAUD.

SECTION 9 - Miscellaneous

(a) Notices. Notices must be in writing, and may be provided either by electronic or physical mail. Microsoft may provide notice to Company using the reasonable contact information provided by Company as part of the process of signing up to the Program, or through a web site that Microsoft identifies. Company must provide notice to Microsoft at:

(1) The Microsoft notice address available in the Program Documentation,

(2) with a copy to:
Microsoft Corporation
One Microsoft Way
Redmond, WA 98052
Office Business Development

Email: CSPP_BD@microsoft.com

(3) and with a copy to:
Corporate, External, & Legal Affairs (CELA)
Attn: Office CELA
CSPP_LEGAL@microsoft.com
Fax: 425.936.7329

Each party may change the persons to whom notices will be sent by giving notice to the other. Also, this Section 9(a) does not modify the requirements for notices in Sections 3(c)(3) (Notice; when changes are effective) or 3(e) (Incident reporting).

(b) Relationship. The parties are independent contractors. These Terms do not create an agency, partnership, joint venture, franchise, or employment relationship. Neither party has the authority to make any statements, representations or commitments on the other’s behalf. These Terms do not create an exclusive relationship between the parties. Nothing in these Terms restricts either party from independently, directly or indirectly, acquiring, licensing, developing, manufacturing, or distributing new or existing products or services with the same or similar functions as the products and offerings that are the subject of these Terms.

(c) Governing law; jurisdiction. The laws of the State of Washington govern these Terms. If federal jurisdiction exists, the parties consent to exclusive jurisdiction and venue in the federal courts in King County, Washington. If not, the parties consent to exclusive jurisdiction and venue in the Superior Court of King County, Washington. If either Microsoft or Company employs attorneys to enforce any rights arising out of or relating to these Terms, the prevailing party will be entitled to recover its reasonable attorneys’ fees, costs, and other expenses, including the costs and fees incurred on appeal or in a bankruptcy or similar action.

(d) Compliance with law; restricted geographies. With regard to its offerings that are the subject of these Terms and the Schedule, each party will comply with all applicable laws, including (1) data privacy laws such as the EU General Data Protection Regulation; and (2) all laws and regulations applicable to the import or exports of services or technology that may be subject to U.S. and other countries’ export jurisdictions, including trade laws such as the U.S. Export Administration Regulations and International Traffic in Arms Regulations, and sanctions regulations administered by the U.S. Office of Foreign Assets Control (“OFAC”). For additional information, see Exporting Microsoft Products. Also, without limiting the previous parts of this subsection (d), Company agrees that it will not use its offerings that are the subject of these Terms and the Schedule to make Microsoft 365 Technologies that are the subject of these Terms and the Schedule available to users in or headquartered in Cuba, Iran, North Korea, Sudan, Syria, Region of Crimea, Russia, Hong Kong, or the People’s Republic of China.

(e) No waiver. A party’s delay or failure to exercise any right or remedy will not result in a waiver of that or any other right or remedy.

(f) Assignment. Except for an assignment to an Affiliate as provided below, neither party will sell, assign, delegate, or transfer these Terms, in whole or in part, by assignment or operation of law, without giving the other party prior notice. These Terms will inure to the benefit of and bind all successors, assigns, receivers and trustees of each party.

(g) Severability. If any court of competent jurisdiction determines that any provision of these Terms is illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect.

(h) Entire agreement. These Terms form the entire agreement between the parties regarding participation in the Program and its other subject matter, and supersede all prior and contemporaneous communications regarding all such subject matter, whether written or oral. Except as stated in Section 3, these Terms may be modified only by a written agreement signed by duly authorized representatives of both parties. These Terms do not supersede any separate written license agreement between Microsoft and Company.

(i) Construction. Unless otherwise expressly stated, when used in these Terms the words “include,” “includes,” and “including” will be deemed in each case to be followed by the words “without limitation.” Unless otherwise specified, all references to “days” mean “calendar days,” and all references to “$” or “dollars” mean U.S. dollars. Neither party has entered these Terms in reliance on any promise, representation, or warranty not expressly set forth in these Terms. These Terms will be construed according to the fair intent of the language as a whole, and not for or against either party.

Schedule—Microsoft 365 Technology: Microsoft 365 for the web

SECTION A: Application; Defined Terms

This Schedule applies to:

• “Microsoft 365 for the web,” which for purposes of this Schedule means collectively the Microsoft Word, Excel, and PowerPoint applications for web browsers. This does not include the “Office” app for desktop/laptop devices (i.e., progressive web app, also known as “PWA”, and hybrid web app, also known as “HWA”) or Office web files accessed within Microsoft Teams and Outlook applications. For the avoidance of doubt, this also does not include any other “for the web” applications (e.g., Visio for the web).

SECTION B: Requirements

1. General Compliance Requirements; Administrator and Other Exceptions

The Company Application and Company Service must comply with the requirements stated in these Terms (including this Schedule) and the requirements stated in the Program Documentation. Company will not initially make the Company Application or Company Service (or any update to them) available until each is compliant. The following requirements do not apply to End Users in instances where the Microsoft 365 for the web integration is either disabled or otherwise not enabled by an administrator (if any) of the End User.

2. WOPI License

From the Company Application, End Users will be able to open, view, edit, and save Office documents in Microsoft 365 for the web in the Supported Office File Formats and store them back to the Company Service. All of these operations will require that Company implement internet services using the Microsoft Web Application Open Platform Interface Protocol (“MS-WOPI” or “WOPI” ). Subject to Section 3(b) (Integration; conformance to Schedule) of the Terms, Microsoft grants Company a non-exclusive, personal, royalty free license under the Necessary Claims to WOPI solely for purposes of implementing WOPI in accordance with the technical documentation provided in the Program Documentation in order to integrate and interoperate with the Microsoft 365 Technology as contemplated in these Terms. As used in this paragraph, “Necessary Claims” means the claims of a patent or patent application owned (or that Microsoft has the right to sublicense without a fee) and that are necessarily infringed by implementing WOPI in accordance with that technical documentation. Necessary Claims do not include any claims directed to any technologies other than WOPI or the implementation contemplated in this Schedule. Without limiting the previous sentence, Necessary Claims do not include any claims directed to (a) underlying or enabling technologies that may be provided in connection with WOPI or in connection with any implementation of WOPI, where those technologies are not required to implement WOPI in accordance with that technical documentation; (b) any portions of the Company Application or Company Service other than the implementation required to integrate them with Microsoft 365 Technology as contemplated by these Terms; or (c) any implementation of any other technical documentation, specifications, or technologies that are merely referred to in the body of the WOPI technical documentation. Company may sublicense the rights granted under this Section B(2) to third parties only to allow them to act on behalf of Company with respect to the Company Application and Company Service.

3. Company Application

a. When an End User uses Microsoft 365 for the web to view and/or edit, Microsoft 365 for the web keeps a temporary copy of the file being viewed and edited for the purposes of rendering and making changes to the file. Company will inform its End Users that Microsoft 365 for the web is a Microsoft service and use of Microsoft 365 for the web is subject to Microsoft’s terms of use and privacy policy.

b. Company acknowledges that use of Microsoft 365 for the web through this integration with the Company Service and/or Company Application is intended for consumers, commercial customers, and government customers, but it does not support Microsoft’s Government Community Cloud (GCC) environment, and is not intended to be used by end customers who need to comply with FedRAMP, export control, IRS 1075 or CJIS obligations (which could also include, e.g., various contractors holding or processing data on behalf of the US Government). Moreover, the phrase “commercial customers” here requires Company to have multiple customers for that integration, and excludes Company providing that integration to only one commercial customer. Company agrees to ensure that it offers the Company Service and Company Application consistent with these restrictions, and the parties agree that Company’s breach of that obligation will be a material breach of these Terms.

c. This subsection (c) addresses customers that have data residency requirements. Company acknowledges that, unless stated otherwise in the Program Documentation, the Microsoft 365 Technology is not intended to support or maintain limits in the presence or storage of End User data files to only servers located in particular geographic locations or to sovereign cloud facilities, when that Microsoft 365 Technology is used to view and edit documents stored in a storage solution that is not provided by Microsoft and is managed entirely by Company or a third party. (For the avoidance of doubt, such a storage solution is not “provided by Microsoft” merely because it runs on Microsoft Azure.) Company will not represent to the contrary to any third party, including End Users.

d. Microsoft has no obligation under these Terms or this Schedule to provide support to Company with respect to this integration.

e. End User Support. Each party will provide support to its customers in accordance with its subscription agreements or terms of service for its respective offering that is part of this integration.

f. Company will not route or process production-level files, storage, data, or other materials or traffic through or using its test environment for the Company Application or Company Service, nor will it assist End Users to do so or promote End Users taking that approach.

4. Privacy Policy [Intentionally omitted]