Microsoft Entra Application Gallery Terms & Conditions
Last updated: September 2023
Thank you for your interest in listing your application ("App") in the Microsoft Entra Application Gallery (the "Gallery"). These Gallery Terms & Conditions ("Terms") describe the relationship between you and Microsoft Corporation ("Microsoft," "we" or "us") with respect to the Gallery and the inclusion of your App in the Gallery.
PLEASE REVIEW THESE TERMS CAREFULLY. IF YOU DO NOT AGREE WITH THESE TERMS, YOU SHOULD NOT SUBMIT YOUR APP FOR LISTING IN THE GALLERY. IF YOU SUBMIT AN APP TO THE GALLERY, YOU AGREE THAT YOU OR THE ENTITY YOU REPRESENT ("YOU" or "YOUR") IS BOUND BY THESE TERMS.
IMPORTANT NOTE: Microsoft may update these Terms from time to time. If we make future updates, we may provide you with notice of such updates, such as by sending you an email, providing a notice through our Services, or updating the date at the top of these Terms. By continuing to list your App in the Gallery, you agree to be bound by the then-current Terms.
- Description of the Gallery. The Gallery is an application platform that displays links to third party cloud-based multi-tenant SaaS business applications that support single sign-on, mobile device management, and/or user provisioning with Microsoft Entra ID.
- App Submission Process. To submit your App for consideration, you must follow our guidelines for submitting your App (such link and/or instructions may be updated from time to time in our discretion).
- Application Onboarding Process. The Apps listed in the Gallery must implement an integration mode and integrate with Microsoft Entra ID, according to our then-current requirements and instructions, including but not limited to those requirements (such link and/or requirements may be updated from time to time in our discretion). Microsoft reserves the right to accept or reject your proposed App in its sole discretion and reserves the right to determine the manner in which Apps are presented, promoted, or featured in the Gallery. Notwithstanding the foregoing, Microsoft's approval and publication of your App, and any associated App descriptions or details, does not constitute an endorsement of your App or a representation or acknowledgment by Microsoft that your App complies with applicable Microsoft requirements, laws, regulations, or that your App is fit for any particular use or purpose.
- Additional Marketplaces. From time to time, we may enable you to feature or publish your App in another application store or marketplace ("Additional Marketplaces"), such as the Azure Marketplace. In such cases, Microsoft is simply providing you with functionality to publish your App in these Additional Marketplaces. You shall remain solely responsible for your App's inclusion in the Additional Marketplace, for ensuring that your App meets the requisite criteria of the Additional Marketplace, and for complying with any additional terms and conditions specific to the Additional Marketplace.
- License to Microsoft. In certain cases, Microsoft may require use of your publicly available APls or test accounts for your App in order to enable user-provisioning functionality of the Gallery. In such cases, you grant to Microsoft and its affiliates a worldwide, non-exclusive, fully paid-up, royalty-free license to (i) access, use, and test your publicly available APls and your App solely for the purpose of developing, testing, supporting, maintaining, and distributing the user-provisioning functionality; (ii) use, reproduce, and distribute your App documentation and API documentation; and (iii) sublicense the foregoing rights to Microsoft's vendors, agents, and other parties acting on behalf of Microsoft, in each case, solely in connection with Microsoft's activities under these Terms. In the event of a conflict between these Terms and any terms and conditions governing your App or publicly available APls, these Terms shall apply as they relate to Microsoft's use of your APls or test accounts as permitted hereunder.
- Your Marks and Logos. If we list your App in the Gallery, you grant us a non-exclusive, royalty-free, license to display the trademarks and logos you provide to us (your "Marks") in connection with the marketing, promotion, and distribution of Microsoft Entra, your App in the Gallery, and across Additional Marketplaces. You represent and warrant that you are the owner or authorized licensor of your Marks and that your Marks do not and will not infringe or violate any patent, copyright, trademark, trade secret, or other proprietary right of any third party. All goodwill associated with your Marks will inure to you or your licensor's benefit. We may reformat or resize your Marks as necessary without altering the overall appearance of your Marks. You may contact us to request modifications to how your Marks are used in the Gallery and we will address such use within a reasonable time. You are responsible for ensuring that your Marks and any other listing information associated with your App is accurate and does not violate third parties' intellectual property rights, including third-party rights in trademarks or icons.
- Intellectual Property Rights. For the avoidance of doubt, Microsoft retains all right, title, and interest in the Gallery, Microsoft APls and all Microsoft intellectual property rights therein. You retain all right, title, and interest in your App, your APls, and all intellectual property rights therein. We do not intend to jointly develop any intellectual property under these Terms.
- Privacy. You represent and warrant that you will comply with all respective Data Protection Laws applicable to your App, your use of the Gallery, and any Personal Data accessed or obtained through the Gallery or Gallery APls, in connection with this Agreement. "Data Protection Laws" means any law, rule, regulation, decree, statute, or other enactment, order, mandate, or resolution, applicable to You or Microsoft, relating to data security, data protection, and/or privacy, and any implementing, derivative or related legislation, rule, regulation, and regulatory guidance, as amended, extended, repealed and replaced, or re-enacted. As to Personal Data you obtain through the Gallery APls or otherwise receive or collect in connection with your use of the Gallery, you represent and warrant that you (and your App): (a) will only process the Personal Data as permitted or requested by the applicable Data Subject and shall not retain, use, or disclose Personal Data for any other purpose, (b) will obtain all necessary consents before processing Personal Data and obtain additional consent if such processing changes, (c) will maintain and comply with a written statement available to Data Subjects that describes your privacy practices regarding Personal Data and information you collect and use and that statement must be as protective as the Microsoft Privacy Statement, (d) will not transfer or sell Personal Data to any third party except to contractually bound sub-processors operating on your behalf, and (e) will not collect or transfer any Personal Data in a misleading, illegal, unauthorized, or unfair way. In the event you are storing Personal Data locally, you represent and warrant, and you will ensure, that Personal Data is kept up to date and implement corrections, restrictions to Personal Data, or the deletion of Personal Data as required by Data Protection Laws, including by implementing proper retention and deletion policies, such as deleting all Personal Data when an end-user abandons your App, uninstalls your App, closes its account with you, or abandons their account. For the purposes of this Agreement, you and Microsoft are independent controllers. Nothing in the Agreement shall be construed as creating a joint controller or processor sub-processor relationship between you and Microsoft. You hereby certify that you understand the above restrictions and will comply with them.
- Security. You represent and warrant that your App will meet (or exceed) the minimum security requirements and best practices requirements outlined in the then current Microsoft Entra ID security best practices guidelines, a copy of which is currently located at 5 steps to securing your identity infrastructure.
- Microsoft Right to Review. Microsoft reserves the right, annually or upon end-user complaint, to conduct a compliance review of your adherence to and/or execution of privacy and security obligations under the terms of this Agreement and as required by applicable laws. Except in cases of an end-user complaint, you may submit an attestation of compliance in lieu of participating in a compliance review.
- Indemnity. You will indemnify, defend, and hold harmless from and against any losses, claims, damages, liabilities, judgments, costs, and expenses (including reasonable outside attorneys' fees), with respect to any and all third-party claims brought against Microsoft, Microsoft's Affiliates, or any of their respective employees, directors, and representatives, to the extent they arise from: (a) your access to or use of the Gallery; (b) your App; (c) your violation or breach of your obligations hereunder; or (d) your violation, misappropriation, or infringement of any rights of another (including intellectual property rights or privacy rights).
- Relationship with Your Customers. You are responsible for licensing and providing your App to any potential customer that is directed to your website from the Gallery (your "Customer"). Any such license or grant of rights is between you and your Customer and does not create any obligation or responsibilities for Microsoft. You understand that Microsoft will not directly provide or sell your App to your Customers. You also understand that Microsoft will not provide any support to your Customers.
- Termination. Microsoft reserves the right to remove your App from appearing in the Gallery at any time, for any or no reason. Microsoft also reserves the right to modify, update, or discontinue the Gallery at any time, without notice, and for any or no reason. To remove your App from the Gallery, follow the process.
- NO WARRANTIES. MICROSOFT, AND OUR AFFILIATES, SUPPLIERS, RESELLERS, DISTRIBUTORS, AND VENDORS, MAKE NO WARRANTIES, EXPRESS OR IMPLIED, GUARANTEES OR CONDITIONS WITH RESPECT TO YOUR USE OF THE GALLERY AND GALLERY APIS. THE GALLERY IS PROVIDED TO YOU "AS-IS" AND "AS-AVAILABLE." YOU ARE LISTING YOUR APP IN THE GALLERY AND USING ANY RELATED GALLERY FEATURES OR FUNCTIONALITY AT YOUR OWN RISK. MICROSOFT DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, FOR MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, AND NON-INFRINGEMENT WITH RESPECT TO THE GALLERY AND GALLERY APIS.
- Limitation of Liability. REGARDLESS OF THE FORM OF ACTION, IF YOU HAVE ANY BASIS, WHETHER IN CONTRACT OR TORT, FOR RECOVERING DAMAGES (INCLUDING BREACH OF THESE TERMS) ARISING FROM THE GALLERY, THE GALLERY APIS OR OTHER FEATURES AND FUNCTIONALITIES OR THE LISTING OF YOUR APP IN THE GALLERY, YOU AGREE THAT YOUR EXCLUSIVE REMEDY IS TO RECOVER, FROM MICROSOFT OR ANY AFFILIATES, RESELLERS, DISTRIBUTORS, SUPPLIERS (AND RESPECTIVE EMPLOYEES, SHAREHOLDERS, OR DIRECTORS) AND VENDORS, ONLY DIRECT DAMAGES UP TO USD $5.00 COLLECTIVELY. YOU CAN’T RECOVER ANY OTHER DAMAGES OR LOSSES, INCLUDING, BUT NOT LIMITED TO, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING.
- Miscellaneous. These Terms are governed by the laws of the State of Washington and any dispute relating to these Terms must be brought in the federal courts in King County, Washington. The parties acknowledge that these Terms are non-exclusive and neither party is prohibited from engaging in similar or competitive activities with other third parties. You may not assign any rights or obligations under these Terms without our prior written consent. Subject to the foregoing, these Terms are binding upon and inure to the benefit of the parties and their permitted successors and assigns. Except as expressly provided, nothing in these Terms transfers, conveys, or grants any right, title, or interest in any software or other materials exchanged by the parties.