MICROSOFT CHANNEL PUBLICATION TERMS
These Microsoft Channel Publication Terms (“Terms”) describe the relationship between you (“Company” or “you” or “your”) and Microsoft Corporation with offices located at One Microsoft Way, Redmond, WA 98052, USA (“we” or “Microsoft”) and govern the publication of your bot that has been developed (by you or on your behalf) using Azure Bot Services (formerly Microsoft Bot Framework) including without limitation services made available at https://dev.botframework.com or a successor site (“App Integration”) on a product, website, application or service, owned or operated by Microsoft or its affiliates (“Microsoft Channel”). If publication to the Microsoft Channel is offered under different terms, those terms will apply instead of these Terms. For example, bots submitted through the Office Store will be subject to the Office Store terms, and those published to the Cortana channel are subject to the terms presented for Cortana channel, instead. These Terms include the body of the agreement below and the then-current review guidelines for App Integrations on Microsoft Channels (at https://docs.microsoft.com/en-us/bot-framework/portal-bot-review-guidelines or a successor site, or otherwise provided to you by Microsoft) (“Review Guidelines”).
Microsoft may update these Terms by posting new terms and conditions for Microsoft Channel publication in Azure Bot Services (currently at https://aka_ms/bs_channelterms). The new terms and conditions will automatically take effect and apply to your continued publication of the App Integration. Your continued use and publication of the App Integration constitutes your agreement to such new updates to these Terms. If you do not accept the new terms and conditions, you must immediately cease publication of your App Integration.
By publishing your App Integration or submitting your App Integration for publication, you accept and enter into these Terms, and you represent and agree that you are at least 18 years old or have reached the age of majority where you live, if that is more than 18 years of age.
1. SUBMISSION, EVALUATION, CERTIFICATION, AND DISTRIBUTION OF APPS.
a. Submission. You must submit to Microsoft each App Integration that you wish to publish together with its names, trademarks, logos(s), icons, avatar, artwork, product description, images, screenshots, your developer name or company name and any other metadata that you provide to Microsoft or its affiliates in connection with the publication of your App Integration (“App Assets”). You are solely responsible and liable for the App Integration and App Assets you submit. Microsoft will retain (or destroy) all copies of the materials you submit. Microsoft will not return them, so you must maintain your own backup copies. You will test each App Integration to ensure it works as intended and complies with the Review Guidelines before submitting it to Microsoft.
b. Updates to App Integrations. Any updates are subject to all the requirements of these Terms. You may not add any new functionality to your App Integration via an update which requires written consent from the end user of the App Integration (“User”) without first providing notice to the User and obtaining any consents as may be required by law in the markets where you choose to publish your App Integration.
c. Evaluation and Testing. Microsoft will test each App Integration you submit for compliance with these Terms and the Review Guidelines. You must enable Microsoft to access the applicable App Integration as needed for Microsoft’s review at any time.
d. Approval of App Integrations. Microsoft's review or approval of an App Integration does not constitute any representation or acknowledgement by Microsoft that the App Integration complies with such requirements, nor does it constitute any acceptance by Microsoft of any responsibility or liability in connection with such requirements.
e. Support. You are responsible for all support issues pertaining to the App Integration. If a Customer or other third-party contacts Microsoft regarding an issue related to the App Integration, Microsoft will instruct the User or third party to contact you. Microsoft may use and display the account and contact information you provide to Microsoft for customer support.
f. Responding to Claims. If Microsoft receives a claim from a third party requesting that your App Integration be changed or removed, Microsoft may remove the App Integration and/or refer that claim to you. You must respond to the notice as soon as reasonably practicable and comply with any other requirements in Microsoft's Notice and Takedown policies at http://go.microsoft.com/fwlink/p/?LinkID=224390. If you discover that your App violates these Terms, you must immediately notify Microsoft and work with Microsoft to repair the App Integration.
g. Making a Claim. If you believe another App Integration violates your rights, you may submit a claim to Microsoft using the process set out in Microsoft's Notice and Takedown policies at http://go.microsoft.com/fwlink/p/?LinkID=224390.
h. App Integration Availability. Microsoft has no obligation to make any App-Integration available that you submit or to maintain the availability of the App Integration even if the App Integration meets the Review Guidelines.
i. App Integration Placement and Promotion. Microsoft reserves the right, in its sole discretion, to make (or to designate Affiliates or third parties to make) all decisions regarding placement or promotion of App Integrations anywhere in the Microsoft Channel.
j. Removal Policies. Microsoft may remove or suspend the availability of any App Integration from the Microsoft Channel for any reason. Reasons may include, without limitation, (i) your breach of these Terms or the Review Guidelines (ii) your express termination of these Terms or of the license grants associated with an App Integration; (iii) an assertion or claim that your App Integration infringes the intellectual property rights of a third party; (iv) complaint(s) about the content or quality of your App Integration. Microsoft's termination and suspension rights are without prejudice to its other rights and remedies.
k. Modification or Discontinuance. The Microsoft Channels are the property of Microsoft. Microsoft may, in its sole discretion, change or discontinue the Microsoft Channels at any time.
a. License to Microsoft. You grant Microsoft, its affiliates, agents and contractors a worldwide, nonexclusive, royalty-free license to use, reproduce, display, publicly perform and publish the App Integration (including all content, text, audio, images, video and data sent to Microsoft through your Application (“Content”)) and the App Assets for the purposes of (i) testing and integrating the App Integration with the applicable Microsoft Channel(s); (ii) operating the App Integration through any device, operating system or interface where Microsoft makes the Microsoft Channel available; (iii) distributing and marketing the App Integration through the Microsoft Channel(s), and (iv) advertising or promoting the App Integration in any and all media including in any marketing, presentations, demonstrations, trade shows, industry events, and press releases, and in Microsoft websites, products and services related to the Microsoft Channels. To the extent that any individual is depicted and/or referenced in the App Integration, Content or the App Integration Assets, you grant the Microsoft Parties the right to use such individual’s appearance, form, name and likeness solely for the purposes mentioned in this paragraph. Nothing in these Terms will preclude the Microsoft Parties from using your App Integration as permitted by law without a license.
i. These Sample Terms do not purport to accurately describe the relationship you want to have with Users or the manner in which they will interact with your App Integration. You should edit or revise these Sample Terms if needed.
ii. These Sample Terms are not localized to every jurisdiction in which your App Integration might be available. You are responsible for ensuring that your App Integration complies with local laws, including that any terms you use for your App Integration comply with local laws.
iii. Microsoft makes no representations, guarantees, or warranties about the Sample Terms. For example, Microsoft does not guarantee that the Sample Terms are legally enforceable or comply with local laws. Microsoft also does not guarantee the Sample Terms anticipate every legal scenario.
iv. Your use of these the Sample Terms is your agreement that Microsoft is not liable for any and all liability, claims, damages, or losses which may be sustained in connection with use of the Sample Terms (such as a court concluding that they are unenforceable or a regulator deciding that they are illegal under local law).
a. Channel Review Guidelines. You App Integration shall comply with these Terms and the Review Guidelines. Microsoft reserves the right to change the Review Guidelines and may require you to update or otherwise modify App Integrations to meet updated Review Guidelines. If you continue to publish your App Integration after the changes become effective, this will constitute your acceptance of the changes. If you do not agree to a change, you must stop publication of your App Integration.
b. Content. You are solely responsible for selecting all Content made available through your App Integration, including your App Assets, and for ensuring that such Content complies with these Terms and all applicable laws and regulations. You agree that you will not publish an App Integration or Content that:
i. is illegal;
ii. exploits, harms, or threatens to harm children;
iii. is advertising, spam, unwanted or unsolicited or bulk communications, posts or messages;
iv. could be considered inappropriate or offensive material (involving, for example, nudity, bestiality, pornography, graphic violence, criminal, dangerous or irresponsible activity);
v. is false or misleading (e.g., asking for money under false pretenses, impersonating someone else);
vi. is harmful to you, the Microsoft Channel or others or creates a safety risk (e.g., transmitting viruses, stalking, posting terrorist content, communicating hate speech, or advocating violence against others);
vii. infringes upon the rights of others (e.g., unauthorized sharing of copyrighted music or other copyrighted material;
viii. is defamatory, libelous, slanderous, or threatening;
ix. violates the privacy of others; or
x. helps others to break these rules.
c. Prohibited App Integrations. Your App Integration may not:
ii. create, receive, maintain, transmit, use, or disclose information that (a) relates to a patient’s condition, treatment or payment for treatment; (b) identifies individuals as or communicates with patients, health plan members or beneficiaries; or (c) is otherwise ‘protected health information’ under the Health Insurance Portability and Accountability Act, as amended ("HIPAA") or perform any activity governed by HIPAA if you are a ‘covered entity’ or ‘business associate’ as defined under HIPAA. Microsoft does not intend use of the Microsoft Channel to create obligations under and makes no representations that the Microsoft Channel satisfies HIPAA requirements. Microsoft is not and does not intend to be a business associate under HIPAA in providing the Microsoft Channel;
iii. use User communications for the purposes of selling or targeting advertising or expose User data to other users or to third parties without prior explicit consent of that user.
d. Local Law. All App Integrations, and the marketing thereof must comply with the laws of each territory or country in which you make them available.
e. Third Party Rights. Your App Integration, Content, App Integration Assets or the publication thereof must not infringe or misappropriate any intellectual property or personal right of any third party. 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 applicable license fees and other costs associated with providing Content or obtaining access to services) for all Content and services provided in or through App Integration Assets or Your App Integration, and for all associated reporting obligations. Your App Integration, Content and App Integration Assets must not include anything that is subject to a license that would require Microsoft to license its software or documentation to third parties because Microsoft includes it in software or documentation, or that would otherwise subject Microsoft or its products and services to a third-party license.
iii. You will provide notices and obtain any necessary consents from Users for personal information collected from or generated by Users that you collect, use, or store.
iv. You will take all appropriate technical and organizational security measures to protect User data from unauthorized use or access.
v. Microsoft will treat personal information or data it receives from you or your App Integration as described in the Microsoft Privacy Statement, as updated from time to time (http://go.microsoft.com/fwlink/?LinkId=521839 or successor location). With respect to any personal information subject to the European Union General Data Protection Regulation (GDPR) that is processed in connection with these Terms, for purposes of the GDPR, you agree that you and Microsoft are independent data controllers. You agree to comply with all relevant parts of the GDPR.
a. Termination. These Terms will continue until terminated by either party. Either Party may terminate these Terms at any time and for any reason on 10 days’ notice. We may block access to or remove your App Integration or part thereof at any time and for any reason immediately with or without notice. Either party may terminate these Terms in the event of an uncured material breach of these Terms by the other party which termination will be effective thirty (30) days after the other party's receipt of written notice of the breach.
b. Effects of termination. Upon termination of these Terms, your rights to publish your App Integration on Microsoft Channels cease. Your App Integrations will be removed from the Microsoft Channel within thirty (30) days of the date of termination. The provisions of these Terms that, by their nature, are intended to extend beyond the term of the agreement will survive termination of these Terms. This includes without limitation Sections 4.b through 17.
5. WARRANTIES AND DISCLAIMER OF WARRANTY.
a. Your warranties. You represent, warrant and undertake to Microsoft that: (i) You have the power and authority to enter into these Terms and to fully perform your obligations under these Terms; (ii) If you are a business or other legal entity and not an individual, then the individual entering into these Terms on your behalf represents that he or she has all necessary legal authority to bind you to these Terms; (iii) you App Integration and App Assets comply with and will continue to comply with all requirements of these Terms, including the Review Guidelines; (iv) you are the owner of the App Integration and App Assets or, if you are not the owner, that you have all necessary permissions from the owner(s) and any applicable third parties to grant the rights granted in these Terms; (v) Your App Integrations, Content and App Assets, and all uses thereof contemplated by these Terms, do not and shall not infringe or misappropriate any intellectual property rights, personal rights, or other rights of any third party; (vi) no additional permissions or approvals from or payments to any third parties are necessary for Microsoft to exercise the rights granted herein; and (vii) the App Integrations and App Assets are compliant with the laws of each territory or country in which it is available; and (viii) the information you provide to Microsoft in any submissions to a Microsoft Channel is accurate and correct.
b. Disclaimer of Warranty. MICROSOFT PROVIDES THE MICROSOFT CHANNELS "AS-IS," "WITH ALL FAULTS," AND "AS AVAILABLE." YOU BEAR THE RISK OF USING ANY MICROSOFT CHANNEL. MICROSOFT DISCLAIMS ANY STATUTORY OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING THOSE OF PRODUCT LIABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, AND NON-INFRINGEMENT, RELATING TO ANY MICROSOFT CHANNEL. 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 ANY MICROSOFT CHANNEL WILL BE UNINTERRUPTED, SECURE OR ERROR FREE.
6. LIMITATION OF LIABILITY. RECOVERY FROM MICROSOFT, OUR SUPPLIERS, LICENSORS, AND AFFILIATES (“COVERED PARTIES”) FOR ALL CLAIMS IS LIMITED TO ONLY DIRECT DAMAGES FINALLY AWARDED UP TO A MAXIMUM OF U.S. $500. YOU AGREE NOT TO SEEK, AND YOU WAIVE ANY RIGHT TO RECOVER ANY OTHER LOSSES OR DAMAGES, INCLUDING WITHOUT LIMITATION CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT, PUNITIVE OR INCIDENTAL DAMAGES FROM ANY COVERED PARTY. THESE LIMITS AND EXCLUSIONS APPLY EVEN IF THE COVERED PARTY KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF THE DAMAGES. THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU BECAUSE YOUR STATE OR COUNTRY MAY NOT ALLOW THE EXCLUSION OF CERTAIN DAMAGES.
a. 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 (i) alleging that your App Integration, Content or App Assets infringe any proprietary or personal right of a third party; (ii) arising from a failure of your App Integration to comply with any of the Review Guidelines; (iii) alleging your breach of these Terms, (iv) relating to the functionality of, the use of, or the inability to use the App Integration, including any claims of misleading advertising.
b. Process. As a condition of its rights under the indemnification terms 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. YOUR PERSONAL INFORMATION. Your personal information. You agree to the Privacy & Cookies statement found at: https://go.microsoft.com/fwlink/?LinkId=521839. Microsoft may use the contact information you provide with your developer account to send you newsletters and information including information regarding events, contests, promotions.
9. MICROSOFT TRADEMARKS. These Terms do not grant or imply any rights to any Microsoft trademark, trade name or logo. You must comply with Microsoft’s then-current trademark usage guidelines as made available to you from time to time (initially located at https://www.microsoft.com/en-us/legal/IntellectualProperty/Trademarks/Usage/General.aspx).
10. NON-EXCLUSIVE. These Terms do not restrict you or Microsoft from acquiring, marketing, developing, or distributing technology, data, content, products or services similar to, instead of, or in addition to any App Integration.
11. RESERVATION OF RIGHTS. As between the parties, (i) you own your App Integration and App Assets (ii) Microsoft owns the Microsoft Channels. This includes all copyrights, patents, trade secrets, trademarks, or other intellectual property rights. Microsoft reserves all rights not expressly granted.
12. NOTICES. Microsoft may send you, in electronic form, information about the Microsoft Channel and information the law requires Microsoft to provide. Microsoft may provide required information to you by email at the address you specified or used when you signed up to develop your App Integration or may contact you via the Microsoft Channel. Notices emailed to you will be deemed given and received when the email or message is sent. If you don't consent to receive notices electronically, you must stop publishing your App Integration.
13. EXPORT. You must comply with all domestic and international export laws and regulations that apply to your App Integration and Microsoft Channels. These laws include restrictions on destinations, end users and end use. For additional information, see www.microsoft.com/exporting.
14. PRECEDENCE. Review Guidelines will prevail over these Terms with respect to the applicable Microsoft Channel, to the extent of any conflict. If Microsoft has signed an offline agreement with you specifically about the App Integration, the terms of that agreement take precedence over these terms with respect to the applicable Microsoft Channel(s), to the extent of any conflict.
15. INTERPRETATION. All parts of these Terms apply to the maximum extent permitted by law. A court may hold that you or Microsoft cannot enforce a part of these Terms as written. If this happens, then you and Microsoft will replace that part with terms that most closely match the intent of the part that Microsoft cannot enforce. The rest of these Terms will not change. This is the entire agreement between you and Microsoft regarding publication of your App Integration. It supersedes any prior contract or oral or written statements regarding publication of your App Integration and any prior version of the agreement. In these Terms, the terms “include” and “including” are meant to be inclusive and will be deemed to mean “include without limitation” or “including without limitation” whether or not that is specified.
16. ASSIGNMENT. Microsoft may assign, transfer, sell, rent, lend or otherwise dispose our rights and obligations under these Terms. Microsoft may do this in whole or part, at any time without notice to you. You may not temporarily or permanently assign any part of these Terms to any other party. Any attempt to do so is void.
17. GOVERNING LAW AND VENUE. Washington State law governs the interpretation of these Terms and applies to claims for breach of it, regardless of conflict of laws principles. You and Microsoft irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in King County, Washington, USA, for all disputes arising out of or relating to these Terms.
EXHIBIT A: SAMPLE TERMS
These terms are an agreement between you and the application publisher for the use of the application. Please read them. They apply to your use of the application, including any updates to the application, unless the publisher provides you with separate terms, in which case those terms apply. The publisher means the entity making the application available to you.
IF YOU DO NOT ACCEPT THESE TERMS, YOU HAVE NO RIGHT TO AND MUST NOT USE THE APPLICATION.
By accepting these terms, you represent that you are at least 18 years old or have reached the age of majority where you live, if that is more than 18 years of age. If you are under 18 or have not reached such age of majority, your parent or legal guardian must accept these terms on your behalf.
If you comply with these terms, you have the rights below.