Microsoft Azure Marketplace Terms
Last updated April 2020
Microsoft Commercial Marketplace Terms
These terms govern your use of the Microsoft Azure Marketplace, AppSource, and any other Microsoft feature that enables you to access or purchase products and services which are optimized for use with Azure or other Microsoft Services (“Marketplace”). The Marketplace may include products or services (“Marketplace Offerings” or “Offerings”) published by Microsoft and various third-party publishers (each such publishing party, a “Publisher”).
- Purchasing and Billing.
- Direct customers. If you have purchased Microsoft Services from Microsoft, the Microsoft Customer Agreement "Pricing and payment" terms are applicable to your purchase of Marketplace Offerings via those Services.
- Indirect customers. If you purchased Microsoft Services from a reseller, the purchasing and billing terms set forth in your agreement with your reseller will govern your purchase of Marketplace Offerings.
General. The following terms are applicable irrespective of the entity from which you purchased your Marketplace Offerings.
- Monetary Commitment. Unless indicated otherwise for a particular Marketplace Offering, neither Microsoft subscription credits (such as free trial, MSDN, or Microsoft for Startups) nor monetary commitment funds may be used to purchase Marketplace Offerings. Such purchases will be billed separately.
- Reservations. “Reservations” means an advanced purchase of eligible Marketplace Offerings for a specified term and region (e.g. Reserved Software Instances, etc.). Reservations are purchased for specified terms of up to three years. Reservations expire at the end of the specified term. You will not be refunded payment for unused Reservations. Unless indicated otherwise for a particular Marketplace Offering, exchange and cancellation are not available. Reservation pricing will be based on the available pricing at the time of each purchase. Reserved Instances for software do not include the cost of compute.
- Automatic Renewal. If the Marketplace Offering you purchased is a subscription with an automatic renewal option, we, or your reseller if applicable, may automatically renew your subscription and charge you for any renewal term, unless you cancel prior to the renewal date.
- Free Trials. If you take part in a free trial subscription for a Marketplace Offering, you will receive notice before the free trial converts to a paid Offering. If you create multiple subscriptions to a free trial Offering, the trial period applicable to all such subscriptions will commence on the date that you create your first subscription, and, upon notice, all such subscriptions will convert to paid Offerings thereafter.
- Cancelation. We may suspend or cancel your access to Marketplace Offerings if you do not provide an on-time, full payment. Suspension or cancelation of access for non-payment could result in a loss of your data.
- Use Rights.
- BYOL Offerings. Publishers may make certain Marketplace Offerings available on the condition that you have obtained, outside of the Marketplace, the rights necessary to use such Offerings (“Bring-Your-Own-License (BYOL) Offerings”). If you use any BYOL Offering, you are responsible for ensuring that you have sufficient rights to use the Offering.
Microsoft Software Products. If a third-party Publisher publishes a virtual machine Offering in the Marketplace that includes any Microsoft software product listed at Microsoft Software Product:
- Microsoft, and not the third party, is the licensor of the Microsoft Software Product;
- Your use of the Microsoft Software Product will be subject to the fees for the Microsoft Software Product applicable to your Microsoft Azure subscription or the fees set by your reseller, if applicable, in addition to any fees associated with the third-party Offering; and
- Privacy and Data Protection.
- Information Disclosed to Publishers. If you purchase or use a Marketplace Offering, we may share with the Publisher of such Offering your contact information and details about the transaction and your usage. We will not share your Customer Data (as defined in this Section 3) with any Publisher without your permission.
- Publisher Privacy Policies. Publishers are responsible for providing privacy statements that describe their privacy practices with respect to Customer Data collected by their Offerings or any customer information that they receive from Microsoft. Unless indicated otherwise in connection with a Marketplace Offering published by Microsoft, Microsoft’s privacy, security, and data location and data retention policies will not apply to any Marketplace Offering or to Publishers’ use of any Customer Data or other customer information.
- Processing of Personal Data. To the extent Microsoft is a processor or subprocessor of personal data in connection with the provision of Offerings, Microsoft makes the commitments in the European Union General Data Protection Regulation Terms of the Online Services Terms to all customers effective May 25, 2018, at http://go.microsoft.com/?linkid=9840733.
Your Use of Customer Data
- Your Responsibility for Customer Data. For purposes of this Agreement, “Customer Data” means all data, including all texts, sound, video, or image files, and software, that are provided to Publishers (including Microsoft) by, or on behalf, of you through use of any Offering. You are solely responsible for the content of all Customer Data. You will secure and maintain all rights in Customer Data necessary for us to provide the Offerings to you without violating your Organization’s policies or the rights of any third party, or otherwise obligating Publisher to you or to any third party. Publisher does not and will not assume any obligations with respect to Customer Data or to your use of any Offering other than as expressly set forth in this Agreement or as required by applicable law. If you are an organizational user your use of Customer Data is subject to your Organization’s policies.
- Public Features. If you share Customer Data in public areas of the Offerings, through features that permit public sharing of Customer Data, or in shared areas available to others, you agree that anyone with whom you have shared Customer Data may use, save, reproduce, distribute, display, and transmit that Customer Data freely. If you do not want others to have that ability, do not use the Offerings to share your Customer Data.
- Financial data. Certain Marketplace Offerings may contain financial data. Microsoft is not a broker/dealer or registered investment advisor under U.S. federal securities law or securities laws of other jurisdictions and does not advise individuals as to the advisability of investing in, purchasing, or selling securities or other financial products or services. Nothing contained in the Marketplace is an offer or solicitation to buy or sell any security. Neither Microsoft nor its licensors of stock quotes or index data endorse or recommend any particular financial products or services. Nothing in the Marketplace, including any datasets or financial applications, are intended as professional advice, including but not limited to, investment or tax advice.
- Throttling. We may limit the number of requests that you can make to the Marketplace to protect our system or to enforce reasonable limits on your use of the Marketplace. Additionally, publishers may place restrictions on the number of requests that you can make to their services, which will be enforced by Microsoft (“Specific Throttling”). Specific Throttling limits may be displayed on the publisher’s content detail page for which they apply. The Specific Throttling limits may be changed at any time, with or without notice.
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 SERVICES. YOU UNDERSTAND THAT USE OF THE SERVICES IS AT YOUR OWN RISK AND THAT WE PROVIDE THE SERVICES ON AN “AS IS” BASIS “WITH ALL FAULTS” AND “AS AVAILABLE.” MICROSOFT DOESN'T GUARANTEE THE ACCURACY OR TIMELINESS OF INFORMATION AVAILABLE FROM THE SERVICES. TO THE EXTENT PERMITTED UNDER YOUR LOCAL LAW, WE EXCLUDE ANY IMPLIED WARRANTIES, INCLUDING FOR MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, AND NON-INFRINGEMENT. YOU MAY HAVE CERTAIN RIGHTS UNDER YOUR LOCAL LAW.
NOTHING IN THIS AGREEMENT IS INTENDED TO AFFECT THOSE RIGHTS, IF THEY ARE APPLICABLE. FOR AUSTRALIA – YOU HAVE STATUTORY GUARANTEES UNDER THE AUSTRALIAN CONSUMER LAW AND NOTHING IN THIS AGREEMENT IS INTENDED TO AFFECT THOSE RIGHTS. YOU ACKNOWLEDGE THAT COMPUTER AND TELECOMMUNICATIONS SYSTEMS ARE NOT FAULT-FREE AND OCCASIONAL PERIODS OF DOWNTIME OCCUR. WE DO NOT GUARANTEE THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR THAT CUSTOMER DATA LOSS WON'T OCCUR.
- Limitation of Liability. If Microsoft breaches this Agreement, or if you have any basis for recovering damages despite this Agreement’s limitations, you agree that your exclusive remedy is to recover, from Microsoft or any affiliates, suppliers, resellers, distributors, and vendors, direct damages up to $5,000. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WHATEVER THE LEGAL BASIS FOR THE CLAIM, YOU CAN'T RECOVER ANY OTHER DAMAGES OR LOSSES, INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES. These limitations and exclusions apply even if this remedy doesn't fully compensate you for any losses or fails of its essential purpose or if we knew or should have known about the possibility of the damages. To the maximum extent permitted by law, these limitations and exclusions apply to anything related to this Agreement such as: (i) loss of Customer Data; (ii) any virus affecting your use of any Service; (iii) delays or failures in starting or completing transmissions or transactions; (iv) claims for breach of contract, warranty, guarantee, or condition; (v) strict liability, negligence, misrepresentation, omission, trespass, or other tort; (vi) violation of statute or regulation; or (vii) unjust enrichment. Some or all of these limitations or exclusions may not apply to you if your state, province, or country doesn't allow the exclusion or limitation of incidental, consequential, or other damages.