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Change history for Microsoft Publisher Agreement version 8.0 May 2021 update

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Effective date: May 15, 2021

We have streamlined the Microsoft Publisher Agreement to make the Agreement easier to read and to clarify your rights and obligations. In many cases, we’ve offered you more favorable terms. This article summarizes the changes the Agreement. To see all the updates, please read the full Microsoft Publisher Agreement. To review the previous version of the agreement, see Microsoft Publisher Agreement 2.0 May 2020 update.

Changes to document version 8.0 – April 2021

The following sections of the Agreement were updated in document version 8.0.

INTRODUCTION

We simplified the introduction and further clarified the scope of the Agreement.

  • We clarified that the Agreement also applies to Partner Center features related to publication.
  • We simplified the wording about how to interpret the Agreement.
  • The remaining changes stem from updates to defined terms (see below).

Section 1 PUBLISHER ACCOUNT

We clarified that we may use your Partner Center contact information to send you information related to your Publisher Account.

Section 2: SUBMISSION, CERTIFICATION, AND DISTRIBUTION OF PRODUCTS

We reorganized this section to more clearly spell out our relationship with one another at the outset of the Agreement. We also combined multiple references to Microsoft’s removal policies into one section, clarifying Microsoft’s limited rights to do so. We also deleted redundant language.

  • Section 2(a) Appointment of Microsoft: We moved terms regarding your appointment of Microsoft as your agent from the previous Section 5(a)(i) to this Section 2(a).
  • Section 2(c) Updates to Product: We removed excess language regarding updates to your Products.
  • Section 2(d) Certification:
    • We clarified the relationship between this Section and Section 2(e). We noted that we perform security scanning, not penetration testing, unless pursuant to other programs (such as M365 certification).
    • We moved terms regarding the effect of Microsoft’s Certification from the previous Section 2(e) to this Section 2(d).
    • We deleted the previous Section 2(e), which removed redundant language and combining the remaining provisions into the new Sections 2(d) and 2(e).
  • Section 2(e) Post Publication Assurance:
    • We combined multiple references to Microsoft’s ability to evaluate your Product to verify your compliance with the Agreement after Publication into this one reference.
    • We moved Microsoft’s ability to modify your Product description from the previous Section 3(b) to this Section 2(e) and made the circumstances under which we make a modification much more limited.
  • Section 2(f) Removing a Product Listing: We moved terms regarding your ability to remove your product listing from the previous Section 3(c) to this Section 2(f).
  • Section 2(g) Microsoft Removal and Disablement Policies: We combined multiple references to Microsoft’s ability to remove Products into this one section, spelling out the limited reasons that Microsoft may remove or suspend a Product.
  • Section 2(h) Infringement Claims: We combined the previous Sections 2(f) and 2(g) into this Section 2(h), removing redundant language.
  • Section 2(j) Product Rankings and Ratings:
    • We moved terms regarding product rankings and ratings from previous Section 3(d) to this Section 2(j).
    • We clarified that we may display Customer’s comments and ratings on your Product that’s sourced from third parties.

Section 3 LICENSES

We want you to know exactly what rights you grant (and do not) grant Microsoft when you publish a Product. As such, we have deleted redundant language and made this section easier to read.

  • Section 3(a) Grant of Rights to Microsoft:
    • We clarified that the license you grant Microsoft is limited to Microsoft operating the commercial marketplace, displaying and managing your Listings, performing Certification, and making your Products available to Customers.
    • We deleted redundant language.
  • Section 3(b) Third Party Rights/Open Source Licenses:
    • We combined references to open source and third-party licensing requirements from the previous Sections 3(a) and 4(c) into this Section 3(b).
  • Section 3(c) Marketing Rights: We simplified the license you grant Microsoft to market your Products with focus on the Products Assets, not the actual Product.
  • Section 3(d) License to Customer for Store Products:
    • We removed excess language and simplified the requirements for your license agreement.
    • Related, we moved terms regarding these requirements and your option to use the Microsoft Standard Agreement from the previous Addendum C, Section A (1)(a) to this Section 3(d).

Section 4 PRODUCT REQUIREMENTS

We simplified this section so that it only contains Product requirements.

  • Section 4(a) General Requirements: We removed excess language, clarifying that you must comply with Microsoft Documentation (see defined term below).
  • Section 4(c) Support:
    • We added terms clarifying that Microsoft is not responsible for providing support for your Product and specifying your responsibilities in the support process.
    • Related, we moved terms regarding your support requirements from the previous Addendum C Section A (1)(c) to this Section 4(c).

Section 5 TERMS APPLICABLE TO PAID TRANSACTIONS THROUGH THE COMMERCIAL MARKETPLACE

We deleted language that is no longer applicable and clarified the remaining language.

  • Section 5(c) Publisher Net Revenue: We clarified that the applicable Store Service Fee is described in Commercial Marketplace Transactions. We also clarified that Microsoft must provide 90 days’ notice prior to any increase in that fee.
  • Section 5(d) Payment to Publishers:
    • We have simplified our external documentation and removed the Participation Policies and Guidelines. These items were redundant and either covered in the updated Publisher Agreement or our tax and certification documentation referenced in the Publisher Agreement.
  • Section 5(f) Retaining Costs: We deleted this Section. Microsoft’s suspension and termination rights are now confined to Section 2(g), Section 5(g), and Section 10(c).
  • Section 5(g) Payments Post Removal or Suspension: We moved terms relating to Microsoft’s payments to you upon removal or suspension of your Product from the previous Section 2(i) to this Section 5(g) and clarified the limited instances in which Microsoft may withhold payment for such suspension.

Section 6, WARRANTIES

We clarified in Section 6(d) that if you are registered as a Microsoft Partner, your warranties must include compliance with the Microsoft Partner Code of Conduct.

Section 7 CONFIDENTIALITY, PRIVACY, SECURITY, AND DATA PROTECTION

The terms in this Section protect both entities. We have updated the terms to address recent changes in law and revised them for clarity.

  • Section 7(b)(i) Disclosure of Information: We moved terms requiring you to provide additional information about transactions with Customers to Microsoft in limited circumstances from Section 7(b)(iii) to this Section 7(b)(i).
  • Section 7(b)(ii) Privacy Policy: We removed terms specifying the contents of your Privacy Policy and the applicability of Covered Parties’ privacy policies, instead clarifying your obligation is to comply with applicable law.
  • Section 7(b)(iii) Contacting Customers: We updated terms regarding how Microsoft may share data with you, how you may contact Customers, and how you should use Customers’ Personal Data, simplifying previous language.
  • Section 7(b)(iv) Roles: We offered further clarification on each other’s roles and relationship under the GDPR stating that we are not Joint Controllers as defined under GDPR but refraining from designating the controller or processor relationship that Publishers may have with Customers.
  • Section 7(d) Security: We moved requirements from our Certification Policies to the Publisher Agreement as they described actions that were not part of certification. Namely:
    • An explicit requirement that you must use reasonable security measures to protect Customer’s Personal Data.
    • An obligation to meet the PCI Data Security Standard if your Product collects credit card information.
    • An obligation to report security incidents, including vulnerabilities of your Product.

Section 8 REPORTING

There are no changes to this section.

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(a) Disclaimer of Warranty: We added a term clarifying that Microsoft makes no warranties related to any programs offered in connection with or any other services that Microsoft provides to you under this Agreement.
  • Section 9(b) Limitation of Liability: Limits on indirect, consequential, and other special damages now applies mutually to both you and Microsoft.
  • Section 9(c) Liability Exclusions:
    • We added “amounts receivable” (in addition to amounts received) to the liability cap.
    • We deleted a provision stating that you waive certain recovery rights.

Section 10 TERM AND TERMINATION

We want you to know exactly when and how Microsoft can suspend or terminate your Product. As such, we deleted redundant language and made the Section easier to read.

  • Section 10(b) Effect of Termination: We clarified that following termination, Microsoft will remove Products and stop billing Customers for your Product, subject to the limited circumstances in Section 10(d).
  • Section 10(c) Termination of Product: We removed the provision that Microsoft will have no liability for Customers’ unauthorized use of your Product after termination. We further clarified that you are responsible for terminating Customer access after termination of product (including doing so in accordance with Section 10(d).
  • Section 10(d) Wind-Down Period: We simplified this Section, by noting that following removal of a Product, Microsoft will continue to bill for usage during the Wind-Down Period. We also removed the delineation between service and non-service Products.
  • Section 10(e) API License: We deleted this Section, which related to Products that interoperated with a Microsoft Software Product.

Section 11 MISCELLANEOUS

We made minor clarifications to these terms. We also limited some of Microsoft’s previous rights under this Section.

  • Section 11(a)(i) Notices: To help improve tracking and response times, we changed the method of notifying Microsoft from sending an email to creating a support ticket in Partner Center.
  • Section 11(b) Assignment: We limited Microsoft’s ability to assign, only allowing such assignment to Affiliates. We moved the language allowing Microsoft to perform our obligations under this Agreement through Microsoft Affiliates from the previous Section 11(d) to this Section 11(b).
  • Section 11(g) Miscellaneous: We deleted the provision that Microsoft’s decision to make a Product available in the Stores is not a waiver of any rights under this Agreement.

Section 12 DEFINITIONS

We revised certain definitions for clarity.

  • Section 12(c) “Certification Requirements”: We reduced this section to a single external reference to our Commercial Marketplace Certification Policies and removed unnecessary references to the “Office Store validation policies”, and the “Microsoft Store Polices”.
  • Section 12(g) “Customer”: We removed unnecessary clarifications.
  • Section 12(n) “Processing”: We added a definition of Processing as it relates to processing Personal Data.
  • Section 12(o) “Product”: We removed the qualifier “…but not limited to, apps, games, titles, services, and…” for simplicity.
  • Section 12(r) “Publisher Net Receipts”: We added “…by Microsoft (or resellers in the case of indirect sales described in Addendum B)” to clarify what is included in the aggregate amounts collected from Customers.
  • Section 12(s) “Publisher Net Revenue”: We deleted outdated language, to align with the changes under Section 5(c).
  • Section 12(t) “Store Service Fee”: Similarly, we deleted outdated language, to align with the changes under Section 5(c).
  • Section 12(p) “Stores”: We replaced the definition of Stores with a definition of Commercial Marketplaces.

ADDENDA

The Agreement now includes the following addenda which contains terms applicable to specific categories of Products, methods of distribution, or certain benefits.

  • Addendum A: TERMS AND CONDITIONS APPLICABLE TO SPECIFIC CATEGORIES OF PRODUCTS
  • Addendum B: TERMS AND CONDITIONS APPLICABLE TO DISTRIBUTION OF PRODUCTS THROUGH INDIRECT CHANNELS AND IN RESELLER COUNTRIES
  • Addendum C: TERMS AND CONDITIONS APPLICABLE TO THE OFFICE STORE AND MICROSOFT 365 CERTIFICATION PROGRAM
  • Addendum D: COMMERCIAL BENEFITS PROGRAM ADDENDUM

We have revised the Addenda to address changes in products and distribution methods, to make them easier to read, and to eliminate redundant language. To see all the updates, please read the full Microsoft Publisher Agreement.

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