MICROSOFT WINDOWS ADMIN CENTER EXTENSIONS PUBLISHER AGREEMENT

LAST UPDATED AUGUST 2020

Thank you for your interest in publishing Extensions for Windows Admin Center (“WAC”). This Microsoft WAC Extensions Publisher Agreement (“Agreement”) describes the relationship between you and Microsoft Corporation (“we” or “us”) and governs publication of your Extension (as defined below) for WAC. By submitting an Extension to Microsoft for approval and publication, you represent and warrant to us that you have the authority to accept this Agreement, and you agree to be bound by its terms.

SECTION 1: Definitions

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

b) “Customer” means any Microsoft customer of WAC who makes use of an Extension published to the Extensions List, whether it is a Microsoft Extension or a third party Extension.

c) “Customer Data” means all data, including all text, sound, video, or image files, and software, that are provided to you by, or on behalf of, Customers through their use of your Extensions.

d) “Customer Information” means any information that we provide to you, in our sole discretion, about Customers who have purchased or accessed your Extensions, including, contact information or, with respect to your Extensions, usage history or usage information.

e) “Extension” means a small application that provides configuration and management tasks and is intended to integrate seamlessly with and enhance the functionality, tools and capabilities of WAC. Extensions are licensed and installed separately from WAC. Third party extensions are subject to their own license and privacy policies.

f) “Extension Contents” means all data, software, and services included within, installable by, or otherwise associated with an Extension. Extension Contents include, without limitation, all operating system and application software associated with an Extension, not including any Microsoft Software Products, irrespective of whether you are the owner of such software.

g) “Extensions List” means Microsoft-curated repository of links to Extensions published by Microsoft and various third-party publishers, or any other service through which Extensions are published subject to this Agreement. Customers may access the Extensions List via WAC, a web-based management portal, Microsoft APIs, or other mechanisms made available by Microsoft.

h) “Extensions Participation Policies” means the business policies and requirements for publishing Extensions for WAC, as set forth at https://learn.microsoft.com/windows-server/windows-server-licensing/windows-admin-center-licensing.

i) “Extensions Publication Guidelines” means the documentation by which we provide technical instructions and baseline requirements to publishers to assist them in creating, testing, and publishing Extensions to the Extensions List, as set forth at https://learn.microsoft.com/windows-server/manage/windows-admin-center/extend/extensibility-overview.

j) “Listing Information” means the information and images accompanying an Extension that identifies the purpose, Terms of Use, and other features of the Extension, as specified by you in connection with your request to publish your Extension or otherwise.

k) “Microsoft Software Products” means certain Microsoft software products that Microsoft may authorize publishers to make available on Microsoft’s behalf with certain types of Extensions.

l) “Privacy Statement” means a privacy statement that describes your practices regarding collection and use of Customer Data and Customer Information, as specified in the Listing Information associated with your Extension.

m) “Terms of Use” means the legal terms under which you grant Customers the right to use or access your Extension, as well as all Extension Contents associated therewith, as specified in the Listing Information associated with your Extension.

All other capitalized terms that are not defined in this Section 1 shall have the meanings assigned in the text of this Agreement.

SECTION 2: Communication

To submit your Extension for publication to the Extensions List and to communicate with us under this Agreement, we require you to provide two (2) email addresses and two (2) phone numbers to wacextensionrequest@microsoft.com. We may verify the contact information you submit. You agree to respond to communications we send to the provided contacts within seven (7) business days. We may also use the contact information to send you newsletters and information regarding events, contests, promotions, and the like. If you provide incorrect or outdated information, fail to timely respond to our communications, engage in dishonest or fraudulent activity, repeatedly submit Extensions that violate this Agreement, abuse the Extensions List service, or interfere with any other party’s use of the Extensions List, we may remove your Extensions from the Extensions List and pursue any other remedies available to us.

SECTION 3: Submission, Approval, and Publication of Extensions

a) Microsoft Products and Services. Extensions must be designed to work with and extend the capabilities of WAC, Azure Stack Hub, Azure Stack HCI or other and successor Microsoft products and services (collectively, the “Microsoft Products and Services”), or as otherwise permitted by Microsoft. Extensions are intended for use only with WAC for management of Microsoft Products and Services. We strongly recommend that you join the Microsoft Windows Insider Program to be notified of and be able to provide feedback on WAC previews and to help you maintain ongoing compatibility of your Extension(s) with WAC.

b) Submission Process. You must submit a request for each Extension that you wish to be published in the Extensions List. You must send the request to wacextensionrequest@microsoft.com using an email address provided to us previously per Section 2 above. We may approve or reject any proposed Extension in our sole discretion and may condition our approval on your making modifications to the Extension or Extension Contents in the Extensions List. You are responsible for ensuring that the Listing Information associated with your Extension is accurate and does not violate third parties’ intellectual property rights, including third-party trademarks or icons. We may require you to provide us with one or more Extension prototypes or to subject an Extension to testing prior to our approving it for publication. Following our approval of an Extension, the Extension may be published in the Extensions List, subject to the terms and conditions of this Agreement, the Listing Information provided with your request, and your compliance with Extensions Participation Policies and Extensions Publication Guidelines. An Extension may not be published in the Extensions List unless we approve it in accordance with this Section 3(b).

c) Publication Process. The Extensions Publication Guidelines provide technical information about how different types of Extensions may be published to the Extensions List. As between you and Microsoft, you are solely responsible for making your Extensions available to Customers.

d) Presentation of Extensions. We reserve the right to determine the manner in which all Extensions, whether published by you or others, are presented and promoted in the Extensions List. We may display your Listing Information in connection with your Extension, as well as other information designed to inform Customers that the Extension is provided by you, what content is included within the Extension, the software in the Extension, support options with respect to the Extension, and how Customers can obtain and use the Extension.

e) Terms for Publisher Marks. You hereby grant us a non-exclusive, royalty-free, personal license to display your trademarks and logos (“Publisher Marks”), as provided to us, in connection with the marketing and promotion of your Extensions in the Extensions List. You are the owner and/or authorized licensor of the Publisher Marks. As between the parties, all goodwill associated with the Publisher Marks shall inure to your benefit. We may reformat or resize Publisher Marks as necessary and without altering the overall appearance of the Publisher Marks. You may notify us at any time if you believe that we are misusing your Publisher Marks, and we will correct such use within a reasonable time.

SECTION 4: Licensing of Extensions and Support

a) Licensing of Extensions. You are responsible for licensing or otherwise granting rights to your Extensions, including all Extension Contents associated therewith, to Customers. Such licenses and grants will be between you and Customers and will not create any obligations or responsibilities of any kind for Microsoft. You are solely responsible for implementing any technical or security features designed to prevent unauthorized access to or use of your Extensions. With respect to the web-based management portal experience for the Extensions List, Extensions shall be conditioned upon a “click to agree” acceptance of your Terms of Use and Privacy Statement by Customers. You acknowledge that Microsoft grants no rights or license to your Extensions through the operation of the Extensions List, or through enabling provision of your Extensions through the Extensions List.

b) Support. You are responsible for supporting your Extensions. You will ensure that any support options described in your Listing Information remain available to Customers for as long as the relevant Extension is available in the Extensions List or is otherwise provided to Customers, as well as for existing Customers of your Extension(s). For each of your Extensions published in the Extensions List, you must make support available to Customers, including support for your Extension that may be separately purchased. You must provide commercially reasonable support to Customers for inquiries related to deployment of your Extensions. You must make technical support contacts available to Microsoft via e-mail and telephone for notification in the event that there are any technical problems with any Extension. If we contact you regarding a problem that requires your support, you must respond promptly and provide a resolution within a commercially reasonable period. You agree to work with us to identify or isolate root cause issues and fixes in necessary scenarios. Our sole obligation with respect to customer service for any Extension is to make your customer service contact information reasonably available to Customers. You will ensure that the contact information you provide in the Listing Information associated with each Extension remains accurate and current.

SECTION 5: Privacy

a) Use of Customer Information and Customer Data. You may use Customer Data only to provide your Extension. You may use Customer Information to provide your Extension, to contact Customers as provided in Section 5(c), to prevent fraud, to provide support, or to perform statistical analysis. You may not use Customer Data or Customer Information for any other purposes unless you obtain permission from Customers for such other purposes in your Privacy Statement or otherwise obtain express permission from Customers.

b) Privacy Statement. Your Privacy Statement must (i) comply with applicable laws and regulations; (ii) inform Customers about the Customer Data collected by your Extension and how that information is used, stored, secured, and disclosed; and (iii) describe the controls that Customers have over the use and sharing of their Customer Data and Customer Information and how they may access their data and information. Microsoft’s privacy policies apply solely to Customers’ use of Microsoft services and will not apply to Customers’ use of any third-party Extension. If an Extension is hosted, or if an Extension includes hosted components, you must indicate all countries in which the service may be hosted and where any Customer Data may be stored. This information must be made available in your Privacy Statement and your Listing Information to enable Customers to determine how to comply with applicable laws, regulations, or policies governing the use and transfer of their data.

c) Communications with Customers. If we provide you with Customer Information, you may contact the Customer for Transactional Purposes only. You may not contact the Customer for Promotional Purposes unless the Customer has provided affirmative, opt-in consent to receive such communications from you. This section does not restrict you from using other Customer contact information that you acquire independently for any purpose, even if that information is identical to the Customer Information we provide to you, provided that you do not target communications on the basis of the intended recipient being a Microsoft customer. “Transactional Purposes” encompasses communications related to support for your Extension, service downtime, changes in your Terms of Use, billing, and notification or delivery of invoices. “Promotional Purposes” encompasses communications related to offering or advertising products or services, feedback requests, and links to training or other resources. Your communications with Customers must comply with all applicable laws.

SECTION 6: Removal of Extensions

a) Removal Policies. We reserve the right to remove or suspend the availability of any Extension from the Extensions List for any reason or no reason. Reasons may include, without limitation, (i) your breach of the terms of this Agreement, which includes Extensions Participation Policies and Extensions Publication Guidelines; (ii) your express termination of this Agreement; (iii) inconsistency between your Extension and its Listing Information; (iv) an assertion or claim that your Extension infringes the intellectual property rights of a third party; (v) complaints about the content or quality of your Extension; or (vi) failure to provide adequate support to Customers or to Microsoft in accordance with this Agreement.

b) Existing Customer Deployments. Removal of any Extension will apply to prospective Customers of your Extension only, and existing Customers will be able to continue to use the Extension to the same extent as prior to the removal.

SECTION 7: Confidentiality and Data Protection

a) Confidentiality. We will each comply with the terms of any nondisclosure agreement currently in force between us. If no such agreement exists, the recipient of Confidential Information under this Agreement will hold in confidence, and will not use or disclose any of the other party’s Confidential Information to a third party, except contractors who are performing on the receiving party’s behalf and only subject to confidentiality terms at least as protective as this section. “Confidential Information” means all information that a party designates as confidential, or a reasonable person knows or reasonably should understand to be confidential. Confidential Information does not include information that is or becomes known to the receiving party without a breach of this agreement or any other confidentiality obligation owed to a disclosing party. This section does not prohibit either party from responding to lawful requests from law enforcement authorities.

b) Data Protection. Each party will comply with all applicable data protection and privacy legislation in connection with its performance hereunder.

SECTION 8 Warranties. You represent, warrant, and undertake to Microsoft that:

a) You have obtained any and all consents, approvals, or licenses (including written consents of third parties where applicable) required for you to make your Extensions available in the Extensions List;

b) Our exercise of the rights granted by you under this Agreement will not obligate us or our Affiliates to pay any third party amounts;

c) Information that you provide to us under or in connection with this Agreement is true, accurate, current, and complete; and

d) In carrying out your obligations set forth in this Agreement, you are in compliance with all applicable laws, including privacy laws.

SECTION 9: Disclaimer, Limitation of Liability, and Defense of Claims

a) DISCLAIMER OF WARRANTY. AS TO PUBLISHERS AND THEIR EXTENSIONS, WE PROVIDE THE EXTENSIONS LIST "AS-IS," "WITH ALL FAULTS," AND "AS AVAILABLE." YOU BEAR THE RISK OF PUBLISHING YOUR EXTENSIONS THROUGH THE EXTENSIONS LIST FOR USE BY CUSTOMERS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE EXCLUDE ANY IMPLIED WARRANTIES OR CONDITIONS, INCLUDING THOSE OF PRODUCT LIABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, AND NON-INFRINGEMENT RELATING TO THE EXTENSIONS LIST. WITHOUT LIMITING THE FOREGOING, WE EXPRESSLY DISCLAIM ANY WARRANTIES THAT ACCESS TO, OR USE OF, THE EXTENSIONS LIST WILL BE UNINTERRUPTED OR ERROR FREE.

b) LIMITATION ON AND EXCLUSION OF DAMAGES. YOU CAN RECOVER FROM MICROSOFT AND ITS SUPPLIERS ONLY DIRECT DAMAGES UP TO THE AMOUNT YOU PAID TO MICROSOFT UNDER THIS AGREEMENT. YOU CANNOT RECOVER ANY OTHER DAMAGES, INCLUDING CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT, OR INCIDENTAL DAMAGES.

c) Scope. For clarity, the disclaimer and limitation of liability provisions in this Section 9 pertain to you solely in your capacity as a publisher to the Extensions List.

d) Duty to Defend. You agree to defend, indemnify, and hold harmless us and our Affiliates, as applicable, from and against (including by paying any associated costs, losses, damages, or expenses and attorneys’ fees) any and all third-party claims:

alleging that your Extension(s), including any Listing Information, infringes any proprietary or personal right of a third party, or otherwise arising out of or relating to your Extension(s) or any Listing Information; or
ii) arising from any dispute between you and a Customer relating to your Extension(s).

e) We will (A) notify you promptly in writing of the claim, provided that our failure to notify you will not relieve you of any liability except to the extent that such failure materially prejudices your legal rights; and (B) at your reasonable request, provide you with reasonable assistance in defending the claim. You agree to reimburse us or our Affiliates, as applicable, for any reasonable out-of-pocket expenses incurred in providing such assistance. You may not make any settlement or compromise of a claim, or admit or stipulate any fault or liability on the part of us or our Affiliates with respect to any claim covered by this section without our express, prior written consent.

SECTION 10: Term and Termination

a) General. This Agreement will remain in effect until terminated. Either party may terminate this Agreement at any time, for any reason or no reason, upon thirty (30) days’ written notice and removal of all of your Extensions from the Extensions List.

b) Effect of Termination. Sections of this Agreement that, by their terms, such as 4(b) require performance or establish rights or protections after the termination or expiration of this Agreement will survive.

SECTION 11: Miscellaneous

a) Affiliates. We may perform certain of our obligations under this Agreement through one or more Microsoft Affiliates. We may also appoint one or more of our Affiliates to act as our agents in different regions.

b) Notices. All notices that you provide to us under this Agreement must be sent to the following email alias: wacextensionrequest@microsoft.com. We may disclose your contact information as necessary for us to administer this Agreement through our Affiliates and other parties that help us administer this Agreement.

c) Reservation of Rights. Except as expressly provided, nothing in this Agreement transfers, conveys, or grants any right, title, or interest in any software or other materials exchanged by the parties. Each party reserves all rights not expressly granted.

d) No Exclusivity. Each party acknowledges and agrees that the rights granted to and obligations due to the other party in this Agreement are intended to be non-exclusive, and therefore that nothing in this Agreement will be deemed or construed to prohibit either party from engaging in or participating itself or with one or more third parties in business arrangements similar to or competitive with those described herein.

e) Jurisdiction and Governing Law. This Agreement will be governed by the laws of the State of Washington, excluding its conflicts of laws, of the United States of America. All claims brought relating to this Agreement will be brought exclusively in the federal courts in King County, Washington, unless no federal subject matter jurisdiction exists, in which case the parties consent to exclusive jurisdiction and venue in the Washington State courts in King County, Washington. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply.

f) Costs. Each party is solely responsible for all costs and expenses incurred by it in connection with its performance of this Agreement.

g) Responding to Claims. If we receive a claim from a third party requesting that your Extension be changed or removed, we may refer that claim to you. You must comply with the notice as soon as reasonably practicable, together with any other requirements in Microsoft's Notice and Takedown policies at https://www.microsoft.com/info/cpyrtInfrg.aspx. If you discover that your Extension violates the terms of this Agreement, you must immediately notify us and work with us to cure the violation.

h) Waiver. Either 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.

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

j) Assignment. Neither party may assign this Agreement (or any rights or duties under it) without the other party’s prior written consent, provided that either party may assign this Agreement without the other party’s consent (i) to an Affiliate or (ii) in connection with a merger, acquisition, or sale of all or substantially all of its assets. Either party who assigns this Agreement as permitted in this Section 11(j) shall provide the other party with prompt notice of such assignment. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

k) Subcontractors. We may sublicense our rights under this Agreement to third parties or otherwise authorize third parties to assist us in performing our obligations or exercising our rights under this Agreement. We will, subject to the terms of this Agreement, be responsible for the performance of such third parties.

l) English Language. The parties intend for this Agreement to be written and interpreted solely in English. Any notices required or provided under this Agreement will be in English. In the event of any conflict between the English version of this Agreement or any notices and a translation of the same, the English version will prevail.

m) Force Majeure. Neither party will be liable for failure to perform any obligation under this Agreement to the extent such failure is caused by a force majeure event, including acts of God, natural disasters, war, civil disturbance, action by governmental entity, strike, or other causes beyond the reasonable control of the party seeking recourse under this Section 11(m). The party affected by the force majeure event will provide notice to the other party within a commercially reasonable time and will use reasonable efforts to resume performance. Obligations not performed due to a force majeure event will be performed as soon as reasonably possible when the force majeure event ends. Lack of funds will not constitute an event of force majeure.

n) Relationship of Parties. Neither this Agreement, nor any terms and conditions contained herein, create a partnership, joint venture, employment relationship, or grant of any franchise rights.

o) Updates. We may update this Agreement from time to time. If we update this Agreement, we will indicate the last date on which the Agreement was modified at the top of the Agreement. By continuing to make Extensions available in the Extensions List, you agree to be bound by the terms and conditions contained in the updated Agreement. In the event of a conflict between the terms of this document and the terms of the Publication Guidelines or Participation Policies, this document will control.

p) Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications.