Microsoft Azure Certified

Program Agreement

This Program Agreement (“Agreement”) is between Microsoft Corporation (“Microsoft,” “we,” or “us”) and you or, if you are submitting an offering (“Offering”) for certification on behalf of a company, the company you represent (“Company,” “you,” or “your”). This Agreement sets forth the terms that apply to your participation in the Microsoft Azure Certified Program (the “Program”). By using the ”Microsoft Azure Certified” designation or otherwise availing yourself of the benefits offered in the Program, you represent and warrant that you have the authority to accept this Agreement on behalf of Company and you agree to be bound by its terms and conditions.

Program Benefits

As a Program participant, you may market and promote your Offering with the designation “Microsoft Azure Certified,” including using any certification badges that we may make available from time to time (including the “Microsoft Azure Certified” badge) as part of the Program (collectively, the “Certification Marks”). In addition, we may display information about your Offering in our “Microsoft Azure Certified” gallery and provide you with an executive quote that you may use (without modification) in marketing materials when describing your participation in the Program (collectively, the “Program Benefits”). We may notify you of additional Program Benefits as they become available.

Company Obligations

Your right to participate in the Program Benefits for any Offering is conditioned on (a) your Offering passing the initial certification testing and any subsequent testing and compatibility obligations that Microsoft may require, (b) your compliance with the terms and conditions of this Agreement, and (c) your compliance with the Microsoft Azure Certified guidelines that we make available to you (“Guidelines”). Please note that the Guidelines may be updated from time to time, and you must comply with any updates to the Guidelines. Your failure to comply with this Agreement or the Guidelines may result in termination of your right to participate in the Program.

Offering Compatibility

You must update your Offering as necessary to ensure that it is compatible with the current version of any Azure services on which it depends or with which it otherwise interacts. Microsoft will have sole discretion to determine any certification tests to verify compatibility with Microsoft Azure services and to modify any tests when appropriate. If we notify you that your Offering is not compatible with the most current version of a test, you will have two (2) weeks to update your Offering to meet the compatibility requirements of the test. If your Offering is not made compatible within such two-week period, your Offering will be removed from the Program and you may no longer use any Certification Marks in connection with such Offering or imply that the Offering otherwise participates in the Program. You must recertify any Offering that has been removed from the Program.

License to Certification Marks

If we approve publication of your Offering within the Azure Marketplace, then, for Offering categories that are part of the Microsoft Azure Certified program, effective as of the day of our approval, and for so long as your Offering continues to be made available in the Marketplace, we grant you a worldwide, nonexclusive, nontransferable, royalty-free license to use the Certification Marks in connection with your marketing and promotion of your Offering, provided that such use is in accordance with the Microsoft Azure Certified Guidelines that we provide to you, as may be updated from time to time. We reserve all rights not expressly granted herein. You may not: (i) use the Certification Marks in a way that may cause confusion about ownership of the Certification Marks or whether your Offering is a Microsoft product; (ii) do or say anything that implies affiliation with or sponsorship, endorsement, or approval by Microsoft other than as contemplated by this Agreement; (iii) use the Certification Marks in a way that implies that other products or services that you offer have been approved or certified by Microsoft for Azure; (iv) register, adopt, or use any name, trademark, domain name, or other designation that includes or violates our rights in any Certification Marks or any Microsoft trademark in the Certification Marks; (v) use the Certification Marks in a way that would damage our reputation or goodwill in the Certification Marks; or (vi) alter, animate, or distort any Certification Mark or combine it with any other symbols, words, images, or designs.

Protection of Certification Marks

If you include a trademark footnote in your materials to give notice of your own trademarks or other third-party trademarks, you must add the following wording to the trademark footnote: “All other trademarks are the property of their respective owners.” Microsoft is the sole owner of the Certification Marks and associated goodwill, and is the sole beneficiary of the goodwill associated with your use of the Certification Marks. You do not acquire any right, title, or interest in the Certification Marks because of your use of the Certification Marks. You hereby assign and will assign in the future any rights you may acquire in the Certification Marks as a result of your use of the Certification Marks under this Agreement, along with the associated goodwill. You will reasonably assist us at our expense in protecting the Certification Marks. We will determine, in our sole discretion, whether to take legal action to enforce or defend our rights in the Certification Marks and will control any legal action concerning the Certification Marks.

Permission to Use Company Name and Logo

You hereby grant Microsoft permission to display your name and logo, as well as any images for any certified Offerings, as provided by you during the certification process (collectively “Company’s Trademarks”), worldwide and on a royalty-free basis, in connection with the marketing and promotion of your Offering and in connection with the marketing and promotion of the Program. You represent that you are the owner and/or authorized licensor of the Company Trademarks. As between the parties, all goodwill associated with the Company Trademarks shall inure to your benefit. We may reformat or resize Company Trademarks as necessary and without altering the overall appearance of the Company Trademarks. You may notify us at any time if you believe that we are misusing the Company Trademarks, and we will correct such use within a reasonable time.

DISCLAIMER OF WARRANTY AND LIMITATIONS OF LIABILITY

THE PROGRAM IS OFFERED "AS-IS," "WITH ALL FAULTS," AND "AS AVAILABLE." TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE EXCLUDE ANY IMPLIED WARRANTIES OR CONDITIONS RELATING TO THE PROGRAM AND THE MICROSOFT AZURE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA, REVENUE, AND/OR PROFITS) ARISING OUT OF OR THAT RELATE IN ANY WAY TO THIS AGREEMENT OR ITS PERFORMANCE. THIS EXCLUSION WILL APPLY REGARDLESS OF THE LEGAL THEORY UPON WHICH ANY CLAIM FOR SUCH DAMAGES IS BASED, WHETHER THE PARTIES HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER SUCH DAMAGES WERE REASONABLY FORESEEABLE, OR WHETHER APPLICATION OF THE EXCLUSION CAUSES ANY REMEDY TO FAIL OF ITS ESSENTIAL PURPOSE. THIS EXCLUSION WILL NOT APPLY TO VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS OR ANY DIRECT OR INDIRECT LOSS OF PROFITS, DATA, BUSINESS, OR ANTICIPATED SAVINGS DUE TO FRAUD OR GROSS NEGLIGENCE.

Term

This Agreement is effective upon acceptance by you. Either party may terminate this Agreement at any time, as to any individual Offering or all of your Offerings, for any reason or no reason. Sections 6 (Limitations of Liability) and 8 (Miscellaneous) will survive termination.

Miscellaneous

(a) Contact Information. All notices to Microsoft related to this Agreement must be sent to the Azure Certification program desk Azurecertred@microsoft.com.

(b) Disclosure of information. Microsoft may disclose your contact information as necessary for us to administer this Agreement through Microsoft affiliates and other parties that help administer this Agreement.

(c) 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.

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

(e) Waiver and Severability. 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. 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.

(f) Assignment. Company may not assign this Agreement (or any rights or duties under it) without Microsoft’s prior written consent.

(g) 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.

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