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App Developer Agreement 8.3 to 8.4 Patch
--- 8.3.txt Tue Mar 05 12:15:37 2019
+++ 8.4.txt Tue Mar 05 12:15:44 2019
@@ -1,4 +1,4 @@
-Thank you for your interest in building apps for Windows. This App Developer Agreement; Microsoft Store (this "Agreement") includes the Exhibits and all documents expressly referenced herein and describes the relationship between you and Microsoft Corporation (“Microsoft,” “we,” “us” or “our”) and governs your use of the Microsoft Store to make content available to Customers and the Developer Center.
+Thank you for your interest in building apps for Windows. This App Developer Agreement; Microsoft Store (this "Agreement") includes the Exhibits and all documents expressly referenced herein and describes the relationship between you and Microsoft Corporation (“Microsoft,” “we,” “us” or “our”) and governs your use of the Microsoft Store to make content available to Customers and Partner Center.
By agreeing to these terms, you represent and warrant to us that you have the authority to accept this Agreement, and you also agree to be bound by its terms. Throughout this Agreement, we refer to you as a developer, but we understand that in some cases, you may be a publisher submitting apps that you did not develop.
@@ -9,7 +9,7 @@
b. "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.
-c. "Application" or "App" means an application or extension that can be submitted to Dev Center.
+c. "Application" or "App" means an application or extension that can be submitted to Partner Center.
d. "App Assets" means, for each App, the name, trademarks, logos, icons, product descriptions, App titles, In-App Product names, trade dress, images, screenshots, video trailers, User Generated Content, and other metadata you provide to Microsoft for use in connection with the submission and distribution of your App or In-App Product in connection with the Store.
@@ -19,15 +19,15 @@
g. "Certification Requirements" means the technical, functional, content, and other policy requirements provided by Microsoft (at http://go.microsoft.com/fwlink/p/?LinkID=512933, or another location(s) specified by Microsoft) for Apps and In-App Products offered through the Store.
-h. "Commerce Expansion Adjustment" means an additional percentage of Net Receipts for an App or In-App Product which will be retained by Microsoft for certain types of transactions in certain countries or regions, as specified at http://go.microsoft.com/fwlink/p/?linkid=248127, which terms may be updated from time to time.
+h. "Commerce Expansion Adjustment" means an additional percentage of Net Receipts for an App or In-App Product which will be retained by Microsoft for certain types of transactions in certain countries or regions. The Commerce Expansion Adjustment will be equal to: (i) 10% for all transactions that are (a) completed by Customers using a gift card or mobile operator billing as their form of payment, and (b) subject to the Store Fee set forth in Section 6(b)(iv); or (ii) as specified at http://go.microsoft.com/fwlink/p/?linkid=248127 (which terms may be updated from time to time) for all applicable Microsoft Store transactions subject to the Store Fee set forth in 6(b)(i), 6(b)(ii), or 6(b)(iii).
i. "Covered Parties" means, collectively, Microsoft, Microsoft's Affiliates, authorized resale partners pursuant to Exhibit C, and network operators that provide billing services for the Store.
j. "Customer" means any end user customer of the Store who seeks or acquires an App or In-App Product, regardless of whether such Customer pays a fee to obtain the App or In-App Product.
-k. "Developer Center" or "Dev Center" means a website, currently available at http://developer.microsoft.com, or other Microsoft owned and operated interface, through which developers access information and receive communications from Microsoft relating to the Store and can submit Apps for Certification and make Apps and In-App Products available in the Store.
+k. "Partner Center" means a website, currently available at https://partner.microsoft.com, or other Microsoft owned and operated interface, through which developers access information and receive communications from Microsoft relating to the Store and can submit Apps for Certification and make Apps and In-App Products available in the Store.
-l. "Documentation" means the Developer Center and the Certification Requirements, and such other Store materials and information Microsoft makes available to developers from time to time.
+l. "Documentation" means Partner Center and the Certification Requirements, and such other Store materials and information Microsoft makes available to developers from time to time.
m. "Educational Institutions" means educational entities and includes administrative offices, boards of education, public libraries, and museums.
@@ -43,9 +43,9 @@
s. "NDA" means the Microsoft Corporation nondisclosure agreement between you and Microsoft, if any.
-t. "Net Receipts" means the total amounts received by Microsoft or its Affiliates from Customers in connection with the download of an App or purchase of an In-App Product through the Store, (i) minus any sales, use, or VAT/GST taxes collected from Customers for remittance by Microsoft or a billing service provider as provided in Section 6.h of this Agreement; (ii) minus any amounts refunded or paid to Customers or charged back by Microsoft or its billing service provider or other authorized partner; and (iii) minus any amounts you owe to Microsoft under this Agreement.
+t. "Net Receipts" means the total amounts received by Microsoft or its Affiliates from Customers in connection with the download of an App or purchase of an In-App Product through the Store, (i) minus any sales, use, or VAT/GST taxes collected from Customers for remittance by Microsoft or a billing service provider as provided in Section 6.h (or paragraph 3 to Exhibit C, as applicable) of this Agreement; (ii) minus any amounts refunded or paid to Customers or charged back by Microsoft or its billing service provider or other authorized partner; and (iii) minus any amounts you owe to Microsoft under this Agreement.
-u. "Organization" means a third party company, educational institution, governmental agency, or other organization.
+u. "Organization" means a third-party company, educational institution, governmental agency, or other organization.
v. "Personal Information" means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
@@ -53,11 +53,11 @@
x. "Standard Application License Terms" or "SALT" means the Customer license agreement made available by Microsoft as set forth in Exhibit H (or another location specified by Microsoft).
-y. "Store" or "Microsoft Store" means a Microsoft owned or operated platform, however named, through which Apps may be offered to or acquired by Customers. Unless otherwise specified, Store includes the Microsoft Store, the Windows Store, the Xbox Store, Microsoft Store for Business, and Microsoft Store for Education.
+y. "Store" or "Microsoft Store" means a Microsoft owned or operated platform, however named, through which Apps and In-App Products may be offered to or acquired by Customers. Unless otherwise specified, Store includes the Microsoft Store, the Windows Store, the Xbox Store, Microsoft Store for Business, and Microsoft Store for Education.
-z. "Store Account" means a service account for the Developer Center, which includes a user name and password.
+z. "Store Account" means a service account for Partner Center, which includes a user name and password.
-aa. "Store Fee" means the percentage of Net Receipts for an App or In-App Product which is retained by Microsoft as a fee for making the App or In-App Product available in the Store.
+aa. "Store Fee" means the percentage of Net Receipts for an App or In-App Product which is retained by Microsoft as a fee for making the App or In-App Product available in the Store and providing the services set out in this Agreement other than those covered by the Account Fee or any other separately identified fee.
bb. "USD" means United States Dollars.
@@ -71,7 +71,13 @@
gg. "Xbox Live Services" means those online gaming features that Microsoft makes available via its Xbox Live SDK for Windows.
-STORE ACCOUNT. To submit Apps to the Store, you must open a Store Account through the Developer Center. Microsoft may verify information you submit when you set up your Store Account. You may be required to pay an Account Fee to submit your App for Certification. Microsoft may use the contact information you provide with your Store Account to send you newsletters and information regarding events, contests, promotions, and the like. You agree that Microsoft may publicly display in the Store the email address that you provide in Developer Center for customer support purposes. Your Store Account is only for use by you and the individuals you authorize as your delegates in the Developer Center. You are responsible for all activity that takes place with your Store Account. You may not share your user name and password or otherwise authorize any third party (other than your authorized delegate(s)) to access or use the Store and/or Developer Center on your behalf. If you fail to keep your Store Account in good standing (for example, by failing to pay fees, if any, associated with the Store Account, by giving Microsoft incorrect or outdated information, by failing to provide any required tax information, by engaging in dishonest or fraudulent activity, by failing to maintain an active state in the Store catalog, or by repeatedly submitting Apps that violate this Agreement, abusing the Store service, or interfering with any other party's use of the Store service) Microsoft may revoke your Store Account, remove your Apps from the Store, delete App ratings and reviews, retain associated Account Fees (if any), and pursue any other remedies available to Microsoft (including, where appropriate, the retention of any App Proceeds otherwise owed to you).
+hh. “Small Transaction Adjustment” means an amount equal to $0.20 USD (or the reasonable equivalent in local currency, as determined by Microsoft) that will be deducted from App Proceeds payable to you under Section 6 of this Agreement and retained by Microsoft for all transactions subject to the Store Fee set forth in Sections 6(b)(iii) or 6(b)(iv), where the total amount charged to the Customer in each such transaction is less than $5 USD (or the reasonable equivalent in local currency, as determined by Microsoft).
+
+ii. “CID” means a campaign identifier which you can add to any URL that refers Customers to your App or (In-App Products) within the Store.
+
+jj. “OCID” means a campaign identifier that Microsoft associates with a Customer’s acquisition of your App or (In-App Products) within the Store in which Microsoft assisted with your acquisition of such Customer.
+
+STORE ACCOUNT. To submit Apps to the Store, you must open a Store Account through Partner Center. Microsoft may verify information you submit when you set up your Store Account. You may be required to pay an Account Fee to submit your App for Certification. Microsoft may use the contact information you provide with your Store Account to send you newsletters and information regarding events, contests, promotions, and the like. You agree that Microsoft may publicly display in the Store the email address that you provide in Partner Center for customer support purposes. Your Store Account is only for use by you and the individuals you authorize as your delegates in Partner Center. You are responsible for all activity that takes place with your Store Account. You may not share your user name and password or otherwise authorize any third party (other than your authorized delegate(s)) to access or use the Store and/or Partner Center on your behalf. If you fail to keep your Store Account in good standing (for example, by failing to pay fees, if any, associated with the Store Account, by giving Microsoft incorrect or outdated information, by failing to provide any required tax information, by engaging in dishonest or fraudulent activity, by failing to maintain an active state in the Store catalog, or by repeatedly submitting Apps that violate this Agreement, abusing the Store service, or interfering with any other party's use of the Store service) Microsoft may revoke your Store Account, remove your Apps from the Store, delete App ratings and reviews, retain associated Account Fees (if any), and pursue any other remedies available to Microsoft (including, where appropriate, the retention of any App Proceeds otherwise owed to you).
SUBMISSION, EVALUATION, CERTIFICATION, AND DISTRIBUTION OF APPS.
@@ -99,7 +105,7 @@
j. Enterprise Apps. If you provide any Enterprise App(s) (as defined in Exhibit B) to your Personnel (as defined in Exhibit B) directly (as opposed to acquiring and distributing Apps to users through the Microsoft Store for Business and Microsoft Store for Education), you are subject to and agree to the terms set forth in Exhibit B to this Agreement.
-k. Promotional Codes. If you select the Promotional Code offer in Dev Center, then you grant Microsoft, its agents, Affiliates, licensees and retail partners the right to use your App Assets in connection with the manufacture, distribution, promotion, and marketing of Promotional Codes. You may not offer or distribute Promotional Codes in any manner except as follows:
+k. Promotional Codes. If you select the Promotional Code offer in Partner Center, then you grant Microsoft, its agents, Affiliates, licensees and retail partners the right to use your App Assets in connection with the manufacture, distribution, promotion, and marketing of Promotional Codes. You may not offer or distribute Promotional Codes in any manner except as follows:
Promotional Codes provide free downloads of your App and In-App Product, and can be used by Customers to acquire content available in the Microsoft Store.
You are provided a limited number of Promotional Codes that can each be used a limited number of times for each App or In-App Product as a way to promote and deliver your App or game-related content (App or In-App Product), for Customer retention programs and customer service.
@@ -109,13 +115,13 @@
Hidden content time limit: Premium content enabled through these Promotional Codes must be made available to Customers on the App within 60 days of release of the content.
l. Removal Policies. Microsoft may remove or suspend the availability of any App or In-App Product from the Store for any reason. Reasons may include, without limitation, (i) your breach of the terms of this Agreement or the Documentation; (ii) your express termination of this Agreement or of the license grants associated with an App or In-App Product; (iii) an assertion or claim that your App or In-App Product infringes the intellectual property rights of a third party; (iv) an assertion by a mobile network operator that your App or In-App Product causes harm to the operator's network; (v) an assertion by a mobile network operator that your App is already provided under an agreement between you and a mobile operator or (vi) complaint(s) about the content or quality of your App or In-App Product. Microsoft also may disable previously downloaded copies of an App if Microsoft believes that the App could cause harm to end users or their devices, third parties (including any Covered Parties) or any network, or to comply with any judicial process, government order or lawsuit settlement. Unless your App or In-App Product that accrued App Proceeds is removed or disabled for breach of the terms of this Agreement or the Documentation, or in response to an infringement allegation (in which case Section 11.b will apply), Microsoft will pay to you the amounts owed, if any, in connection with the distribution of your App or In-App Product that accrued App Proceeds before removal or disablement. Microsoft's termination and suspension rights are without prejudice to its other rights and remedies.
-m. Modification or Discontinuance. The Store and Dev Center are the property of Microsoft. Microsoft may, in its sole discretion, change or discontinue the Store and Dev Center at any time.
+m. Modification or Discontinuance. The Store and Partner Center are the property of Microsoft. Microsoft may, in its sole discretion, change or discontinue the Store and Partner Center at any time.
APPOINTMENT AS AGENT OR COMMISSIONAIRE; LICENSES.
a. Appointment of Microsoft.
-i. Microsoft's role is to provide the technology and services to enable the Store, and to process the related purchases, returns and chargebacks for you. Except as otherwise provided in Exhibit C to this Agreement, you appoint Microsoft to act as your agent or commissionaire, as applicable, for these purposes and you acknowledge that you, not Microsoft, are the distributor of the App and/or In-App Product. You give Microsoft the right to appoint any Microsoft Affiliates and mobile operators as sub-agents and also grant any Microsoft Affiliates appointed by Microsoft as sub-agents the right to appoint other Microsoft Affiliates as sub-agents.
+i. Microsoft's role is to provide the technology and services to enable the Store, and to facilitate the purchase by Customers of Apps and In-App Products through the Store. Except as otherwise provided in Exhibit C to this Agreement, you appoint Microsoft to act as your agent or commissionaire, as applicable, for these purposes and you acknowledge that you, not Microsoft, are the distributor of the App and/or In-App Product that is acquired through the Store. If you have appointed Microsoft as agent or commissionaire, then you also acknowledge that: (i) Microsoft will receive on your behalf amounts that a Customer pays when they acquire any App and/or In-App Products through the Store; (ii) the Microsoft services provided to you include the processing of purchases, returns, and chargebacks for you arising out of the purchase by Customers of Apps and In-App Products; and (iii) Microsoft will make payments to you in accordance with Section 6(d). You give Microsoft the right to appoint any Microsoft Affiliates and mobile operators as sub-agents and also grant any Microsoft Affiliates appointed by Microsoft as sub-agents the right to appoint other Microsoft Affiliates as sub-agents.
ii. Further, for any transactions that involve a purchase of your App or In-App Products by an Australian Customer (as determined by Microsoft), you understand and agree that Microsoft has assigned its right to act as your agent or commissionaire, as applicable, to Microsoft Regional Sales Corporation, located at 438B Alexandra Road #04-09/12 Block B, Alexandra Technopark Singapore 119968 (“MRS”), or Microsoft Pty Ltd, located at 1 Epping Road, North Ryde, New South Wales, Australia 2113 (“MPL”), and you and MRS or MPL (as the case may be) agree for the purposes of Section 84-60 of the AU GST Act that: (I) Section 84-55 of the AU GST Act applies to sales of your Apps or In-App Products made available by you through the Store as if such sales were an inbound intangible consumer supply; and (II) for the purposes of the GST law, MRS or MPL (as the case may be) is treated as the supplier of and as making the supply for consideration for which it was made. The terms “consideration,” “GST,” “GST law,” and “inbound intangible consumer supply” in this section have the meanings given to those terms in the A New Tax System (Goods and Services Tax) Act 1999 (the “AU GST Act”).
@@ -123,11 +129,11 @@
iv. If your App is designated as pre-installable by an OEM or mobile operator, you will have the ability to provide the App (as formatted and signed by Microsoft) to the designated OEM or mobile operator in accordance with the applicable Documentation and pursuant to an appropriate agreement between you and the designated OEM or mobile operator.
-b. Grant of Rights to Microsoft. You do not transfer ownership of any App to Microsoft by submitting it, but you do grant to Microsoft, in its capacity as your agent or commissionaire, the worldwide right to: host, install, use, reproduce, publicly perform and display via any digital transmission technology, format, make available to customers (including through multiple tiers of distribution), insert third party ad controls selected by you via the Dev Center, and sign the App (including by removing preexisting signatures) all for purposes of exercising Microsoft's rights and responsibilities under this Agreement, including calculating, collecting, and remitting required taxes, performing Certification of your App and conducting penetration or other testing for identification of security vulnerabilities. Microsoft may also evaluate your App periodically after it becomes available in the Store, to verify that it continues to comply with this Agreement, remains compatible with Microsoft's app development and distribution platforms, and to improve Microsoft's app development and distribution platforms.
+b. Grant of Rights to Microsoft. You do not transfer ownership of any App to Microsoft by submitting it, but you do grant to Microsoft, in its capacity as your agent or commissionaire, the worldwide right to: host, install, use, reproduce, publicly perform and display via any digital transmission technology, format, make available to customers (including through multiple tiers of distribution), insert third party ad controls selected by you via Partner Center, and sign the App (including by removing preexisting signatures) all for purposes of exercising Microsoft's rights and responsibilities under this Agreement, including calculating, collecting, and remitting required taxes, performing Certification of your App and conducting penetration or other testing for identification of security vulnerabilities. Microsoft may also evaluate your App periodically after it becomes available in the Store, to verify that it continues to comply with this Agreement, remains compatible with Microsoft's app development and distribution platforms, and to improve Microsoft's app development and distribution platforms.
-c. Marketing Rights. You grant Microsoft, its agents, contractors, licensees, marketing partners, and Affiliates the right to use, reproduce, display, publicly perform and publish your entity name, App or portion of your App, In-App Product, and the App Assets for each App, and to modify your App description solely to correct obvious spelling, grammatical or typographical errors, in connection with (i) the distribution and marketing of the App or In-App Product through the Store, (ii) advertising or promoting your App or In-App Product in any and all media, including the Microsoft Affiliate Program (see http://www.microsoftaffiliates.com), and (iii) in any marketing, presentations, demonstrations, trade shows, industry events, and press releases, for the App, In-App Product, Windows, Windows Phone, Xbox hardware and accessories, Xbox Live Services, Xbox.com and other Windows, Windows Phone and/or Xbox-related websites and each of their successor platforms, and/or any other Microsoft websites, products and services related to the Store and/or Apps. Nothing in this Agreement, however, will preclude Microsoft from using your App, App Assets, and/or In-App Product as permitted by law without a license (e.g., fair use under applicable copyright law or "referential" use under trademark law).
+c. Marketing Rights. You grant Microsoft, its agents, contractors, licensees, marketing partners, and Affiliates the right to use, reproduce, display, publicly perform and publish your entity name, App or portion of your App, In-App Product, and the App Assets for each App, and to modify your App description solely to correct obvious spelling, grammatical or typographical errors, in connection with: (i) the distribution and marketing of the App or In-App Product through the Store, (ii) advertising or promoting your App or In-App Product in any and all media, including the Microsoft Affiliate Program (see http://www.microsoftaffiliates.com), and (iii) in any marketing, presentations, demonstrations, trade shows, industry events, and press releases, for the App, In-App Product, Windows, Windows Phone, Xbox hardware and accessories, Xbox Live Services, Xbox.com and other Windows, Windows Phone and/or Xbox-related websites and each of their successor platforms, and/or any other Microsoft websites, products and services related to the Store and/or Apps. Nothing in this Agreement, however, will preclude Microsoft from using your App, App Assets, and/or In-App Product as permitted by law without a license (e.g., fair use under applicable copyright law or "referential" use under trademark law).
-d. Removing an App Listing. If you use the functionality in the Dev Center to request that Microsoft remove your App or In-App Product from availability in the Store (which function may be referred to as the "unpublish" functionality or otherwise), within a reasonable period of time Microsoft will remove the affected App or In-App Product from the Store and cease making the affected App or In-App Product available, except as permitted under Section 11.b of this agreement.
+d. Removing an App Listing. If you use the functionality in Partner Center to request that Microsoft remove your App or In-App Product from availability in the Store (which function may be referred to as the "unpublish" functionality or otherwise), within a reasonable period of time Microsoft will remove the affected App or In-App Product from the Store and cease making the affected App or In-App Product available, except as permitted under Section 11.b of this agreement.
e. Product Rankings and Ratings. The Store allows users to comment on and rate Apps, and, if applicable, In-App Products. Microsoft may use those ratings and other data to determine the placement or marketing of Apps and In-App Products in the Store. Your Apps and In-App Products may be subject to user ratings and/or comments with which you may not agree. You may not attempt to manipulate rankings, ratings or comments for your App and In-App Products or any other App and In-App Products. You may contact Microsoft if you have any questions or concerns regarding these ratings.
@@ -137,7 +143,7 @@
h. License to Microsoft Marks. Effective as of the day Microsoft makes your App available in the Store, and for so long as your App continues to be made available in the Store, Microsoft grants you a worldwide, nonexclusive, nontransferable, royalty-free license to use the Microsoft Marks in connection with advertising for your App, solely as described at the logo use specifications posted at: http://go.microsoft.com/fwlink/p/?linkid=254841. Microsoft may change this URL, but if it does, Microsoft will use reasonable means to redirect you to any new URL(s) where these specifications are posted. Microsoft may, with reasonable notice to you, change the specifications to include new Microsoft Marks. Microsoft reserves all rights not expressly granted herein. Microsoft is the sole owner of the Microsoft Marks and associated goodwill, and the sole beneficiary of the goodwill associated with your use of the Microsoft Marks. You will not acquire any right, title or interest in the Microsoft Marks because of your use of the Microsoft Marks. You hereby assign and will assign in the future any rights you may acquire in the Microsoft Marks as a result of your use of the Microsoft Marks under this license, along with the associated goodwill. You will reasonably assist Microsoft at Microsoft's expense in protecting the Microsoft Marks. Microsoft will determine, in its sole discretion, whether to take legal action to enforce or defend its rights in the Microsoft Marks and will control any legal action concerning the Microsoft Marks.
-i. Microsoft Store for Business and Microsoft Store for Education. Unless you use the functionality in Dev Center to decline participation in Microsoft Store for Business and Microsoft Store for Education, then you agree to the following additional terms: (i) you grant Microsoft the worldwide right to make your App(s) and In-App Product available to Organizations to download, whether distributed via a version of the Store hosted by Microsoft, via a web site hosted by the Organization, or otherwise; (ii) when an Organization acquires your App or In-App Product, you grant the licenses described in Section 4(g), in the quantity acquired, to the Organization, and you authorize the Organization to assign, revoke, and reassign those licenses to users who are authorized employees, agents, or members of the same Organization; (iii) any license agreement you provide to an Organization for your App(s) or In-App Product shall not conflict with the foregoing grant of rights or the minimum number of permitted devices per user in Section 4(g), and you acknowledge that each Organization licensee is a third party beneficiary to this section of the Agreement; and (iv) you acknowledge that Microsoft cannot ensure Organizations will comply with the terms of your license agreement for your App(s) or In-App Product, including, but not limited to, any limits on installation and limits on use of App(s) or In-App Product in certain geographic markets, even if you use functionality in Dev Center to limit availability of your App(s) and In-App Products to a specific set of geographic markets.
+i. Microsoft Store for Business and Microsoft Store for Education. Unless you use the functionality in Partner Center to decline participation in Microsoft Store for Business and Microsoft Store for Education, then you agree to the following additional terms: (i) you grant Microsoft the worldwide right to make your App(s) and In-App Product available to Organizations to download, whether distributed via a version of the Store hosted by Microsoft, via a web site hosted by the Organization, or otherwise; (ii) when an Organization acquires your App or In-App Product, you grant the licenses described in Section 4(g), in the quantity acquired, to the Organization, and you authorize the Organization to assign, revoke, and reassign those licenses to users who are authorized employees, agents, or members of the same Organization; (iii) any license agreement you provide to an Organization for your App(s) or In-App Product shall not conflict with the foregoing grant of rights or the minimum number of permitted devices per user in Section 4(g), and you acknowledge that each Organization licensee is a third party beneficiary to this section of the Agreement; and (iv) you acknowledge that Microsoft cannot ensure Organizations will comply with the terms of your license agreement for your App(s) or In-App Product, including, but not limited to, any limits on installation and limits on use of App(s) or In-App Product in certain geographic markets, even if you use functionality in Partner Center to limit availability of your App(s) and In-App Products to a specific set of geographic markets.
APP REQUIREMENTS. Each App you submit to Microsoft for distribution through the Store must meet the following requirements:
@@ -157,37 +163,45 @@
h. Advertising. If you elect to make use of Microsoft’s advertising services, you are subject to and agree to the terms set forth on Exhibit E to this Agreement. If you elect to participate in the Promote Your App Program (as defined in Exhibit F), you are subject to and agree to the terms set forth in Exhibit F to this Agreement.
-i. Dev Center Benefits. The Developer Center Benefits Program (as defined in Exhibit G) is an incentives program in which you are automatically enrolled when you open a Store Account through Dev Center. Your participation in the Developer Center Benefits Program is subject to the terms set forth in Exhibit G to this Agreement.
+i. Windows Developer Rewards. The Windows Developer Rewards Program (as defined in Exhibit G) is an incentives program in which you are automatically enrolled when you open a Store Account through Partner Center. Your participation in the Windows Developer Rewards Program is subject to the terms set forth in Exhibit G to this Agreement.
-j. Dev Center Insider Program. The Dev Center Insider Program (as described in Exhibit I) is a program that allows you to access experimental services and features within Dev Center before such services and features are made available to the general public. If you elect to enroll in the Dev Center Insider Program, you will be subject to and agree to the terms set forth in Exhibit I to this Agreement.
-
-k. Subscriptions. You will fulfill any In-App Product offered on a subscription basis during the entire subscription period as marketed and, in the event you breach this section, you authorize Microsoft to refund to the Customer the full amount, plus taxes, if applicable, or any portion thereof in Microsoft’s sole discretion, of the price paid by the Customer for that subscription offer. If you increase the subscription fee for a subscription that is otherwise set to auto-renew, auto-renew will be disabled. You are responsible for accurately describing all subscription offers and associated terms and conditions in accordance with Section 5(b).
+j. Subscriptions. You will fulfill any In-App Product offered on a subscription basis during the entire subscription period as marketed and, in the event you breach this section, you authorize Microsoft to refund to the Customer the full amount, plus taxes, if applicable, or any portion thereof in Microsoft’s sole discretion, of the price paid by the Customer for that subscription offer. If you increase the subscription fee for a subscription that is otherwise set to auto-renew, auto-renew will be disabled. You are responsible for accurately describing all subscription offers and associated terms and conditions in accordance with Section 5(b).
APP PRICING, PAYMENTS, TRANSACTIONS AND TAXES.
a. App Pricing. When you submit an App or In-App Product, you will designate the price (if any) to be charged to customers or Organizations by selecting one of the price points that are consistent with the price points specified by Microsoft in the Documentation for the applicable Store or the Microsoft Store for Business and Microsoft Store for Education in the applicable geography, and Microsoft will charge Customers that price (or its reasonable equivalent in local currency) for the license to your App or In-App Product as acquired through the Store.
-b. Store Fees. The Store Fee (plus any taxes due in connection with the payment of such Store Fee, if applicable) you owe to Microsoft for making your Apps and In-App Products available through the Store will be deducted from Net Receipts to calculate the App Proceeds payable to you in accordance with this Section 6. The Store Fee is:
+b. Store Fees. The Store Fee (plus any taxes due in connection with the payment of such Store Fee, if applicable) you owe to Microsoft will be deducted from Net Receipts to calculate the App Proceeds payable to you in accordance with this Section 6. The Store Fee is:
+
+i. Thirty percent (30%) of Net Receipts for: (a) all Apps and In-App Products acquired by Customers in the Microsoft Store on an Xbox Console and billed to such Customers on a non-subscription basis; (b) all Games (and In-App Products in Games); and (c) all Apps and In-App Products acquired by Customers in the Microsoft Store for Business; Microsoft Store for Education; Microsoft Store on Windows 8 devices; or Microsoft Store on Windows Phone 8 devices.
-i. Thirty percent (30%) of Net Receipts for: (a) all Apps and In-App Products made available in the Store and billed to Customers on a non-subscription basis, and (b) all Games (and In-App Products in Games).
+ii. Fifteen percent (15%) of Net Receipts for any Apps (and any In-App Products in such Apps) that are not Games and are acquired by Customers in the Microsoft Store on an Xbox console and billed to Customers on a subscription basis.
-ii. Fifteen percent (15%) of Net Receipts for any Apps that are not Games (and any In-App Products in such Apps) that are billed to Customers on a subscription basis.
+iii. Fifteen percent (15%) of Net Receipts for any Apps that are not Games (and any In-App Products in such Apps) when: (a) a Customer acquires such App or In-App Product in a version of the Microsoft Store not listed in Section 6(b)(i)(c) on a Windows 10 device that is not an Xbox console; and (b) the Customer acquisition was driven by Microsoft (with such acquisition referral being marked with an OCID).
-c. Commerce Expansion Adjustment. For all App and In-App Product transactions subject to the Commerce Expansion Adjustment, Microsoft will retain the applicable Commerce Expansion Adjustment in addition to the applicable Store Fee.
+iv. Five percent (5%) of Net Receipts for any Apps that are not Games (and any In-App Products in such Apps) when: (a) a Customer acquires such App or In-App Product in a version of the Microsoft Store not listed in Section 6(b)(i)(c) on a Windows 10 device that is not an Xbox console; and (b) there is either:
-d. Payment Terms. Microsoft will pay you applicable App Proceeds, if any, as full compensation for your App as made available to Customers from the Store. Payments generally occur on a monthly basis, if they meet the following applicable thresholds:
+(i) Customer acquisition of such App or In-App Product driven by you (with such acquisition referral being marked with a CID);
+
+(ii) Customer acquisition of such App or In-App Product driven by both you and Microsoft (with such acquisition referral being marked with a CID and an OCID); or
+
+(iii) Customer acquisition of such App or In-App Product that was not driven by either party (with such lack of acquisition referral being marked by the absence of either an OCID or a CID).
+
+c. Commerce Expansion Adjustment. For all App and In-App Product transactions subject to the Commerce Expansion Adjustment or the Small Transaction Adjustment (each, an “Adjustment”), Microsoft will retain the applicable Adjustment in addition to the applicable Store Fee.
+
+d. Payment Terms. Microsoft will pay you any applicable App Proceeds due and payable to you under this Agreement in accordance with this Section 6(d). Payments generally occur on a monthly basis and are subject to adjustment by Microsoft, if they meet the following applicable thresholds:
i. If App Proceeds are less than USD$25 (or its equivalent in local currency) and Microsoft can remit your payment using SEPA/ACH/PayPal, then Microsoft may elect to carry forward the amount owed to subsequent months until the total amount owed is at least USD$25 (or its equivalent in local currency). If App Proceeds are less than USD$200 (or its equivalent in local currency) and Microsoft can remit your payment only using wire transfer, then Microsoft may elect to carry forward the amount owed to subsequent months until the total amount owed is at least USD$200 (or its equivalent in local currency). Microsoft may include proceeds from other sources (e.g. Azure or Office) when determining if payments meet the applicable threshold.
-e. Payment Processing. Microsoft will pay you the App Proceeds in accordance with Microsoft's then-current payment policies and in the manner you indicated during the Store Account setup. Microsoft is not responsible for delay or misapplication of payment because of incorrect or incomplete information supplied by you or a bank or for failure of a bank to credit your account. If you are outside of the United States of America, Microsoft may remit payment to you in the local currency of your address for payment, using Microsoft's then current rates for converting USD into or from your local currency. The amount you actually receive will depend in part on the rates and fees imposed by your financial institution and on any applicable tax withholding requirements, and the amount you receive will be inclusive of any sales, use, or value-added taxes that may be chargeable between you and Microsoft. You must provide Microsoft (or its third party payment processor) with all financial, tax and banking information requested so Microsoft can pay you under this Agreement. Microsoft will notify you of any changes to the required information via updates to the Documentation. Your failure to keep such information current and accurate may result in Microsoft's removal of your App or In-App Product from the Store and forfeiture of amounts owed to you under this Agreement. A Customer will be deemed to have paid in full for your App when Microsoft receives payment from the Customer, and any failure by Microsoft to remit the amounts owing to you will not affect a Customer's rights to the App.
+e. Payment Processing. Microsoft will pay you the App Proceeds in accordance with Microsoft's then-current payment policies and in the manner you indicated during the Store Account setup. Microsoft is not responsible for delay or misapplication of payment because of incorrect or incomplete information supplied by you or a bank or for failure of a bank to credit your account. If you are outside of the United States of America, Microsoft may remit payment to you in the local currency of your address for payment, using Microsoft's then current rates for converting USD into or from your local currency. The amount you actually receive will depend in part on the rates and fees imposed by your financial institution and on any applicable tax withholding requirements, and the amount you receive will be inclusive of any sales, use, or value-added taxes that may be chargeable between you and Microsoft. You must provide Microsoft (or its third party payment processor) with all financial, tax and banking information requested so Microsoft can pay you under this Agreement. Microsoft will notify you of any changes to the required information via updates to the Documentation. Your failure to keep such information current and accurate may result in Microsoft's removal of your App or In-App Product from the Store and forfeiture of amounts owed to you under this Agreement. A Customer will be deemed to have paid in full for an App or In-App Product when Microsoft receives payment from the Customer, and any failure by Microsoft to remit the amounts owing to you will not affect a Customer's rights to an App or In-App Product.
f. Retaining Costs. If Microsoft removes your App or In-App Product from the Store and/or any Customer's device(s) for breach of this Agreement or in response to an allegation of intellectual property infringement, Microsoft may deduct any costs incurred in connection with the removal of such App or In-App Product from any App Proceeds. If Microsoft terminates or suspends your Store Account for breach of this Agreement, Microsoft will deduct any costs incurred in connection with closing or suspending your Store Account from any App Proceeds otherwise payable to you and may retain App Proceeds if appropriate under the circumstances.
g. Taxes on Payments. You are responsible for your own taxes, including taxes unique to where you reside, that are related to payments you may receive under this Agreement. You are also responsible for paying any sales, use, or value-added taxes (if any) in connection with the Store Fee that Microsoft collects from you. You must provide accurate information regarding your tax profile as requested by Microsoft. If you complete and submit to Microsoft a Certificate of Foreign Status, you (1) hereby represent and warrant that your services are not provided in the U.S.; or (2) must notify Microsoft via e-mail to us_services_notify@microsoft.com that your services are performed in the U.S. If taxes are required to be withheld on any amounts to be paid by Microsoft to you, Microsoft will deduct such taxes from the amount owed and pay them to the appropriate taxing authority and, as required, will secure and deliver to you an official receipt for any such taxes withheld. Microsoft will use reasonable efforts to minimize such taxes to the extent permissible under applicable law, and each party will reasonably cooperate with the other to obtain the lowest tax rates or elimination of such taxes pursuant to the applicable income tax treaties. If you are located in Australia and wish to submit paid Apps or In-App Products to the Store for distribution by Microsoft (or any sub-agents appointed in accordance with Section 4(a) of this Agreement) as your agent or commissionaire, you: (i) are required to be registered for Australian Goods Services Tax (“AU GST”), (ii) must provide Microsoft with your Australian Business Number, and (iii) must affirm that you are AU GST registered when setting up your Store Account. If you are located in New Zealand and wish to submit paid Apps or In-App Products to the Store for distribution by Microsoft (or any sub-agents appointed in accordance with Section 4(a) of this Agreement) as your agent or commissionaire, you: (i) are required to be registered for New Zealand Goods and Services Tax (“NZ GST”) and (ii) must affirm that you are NZ GST registered when setting up your Store Account.
-h. Refund, Reconciliation and Offset. You are responsible for all costs and expenses for returns and chargebacks of your App or In-App Products, including the full refund and chargeback amounts paid or credited to customers. Refunds and/or chargebacks processed after you receive the App Proceeds will be debited against your account. Microsoft may offset any amounts owed to Microsoft (including the refund and chargeback costs described in this paragraph) against amounts Microsoft owes you. You grant Microsoft a right to provide refunds to Customers in accordance with Microsoft's prevailing policies and applicable laws from time to time.
+h. Refund, Reconciliation and Offset. We will deduct from any amounts that we pay to you, all costs and expenses that we incur on your behalf for returns and chargebacks of your App or In-App Products, including the full refund and chargeback amounts that we paid or credited to Customers, unless Exhibit C applies to the transaction. Refunds and/or chargebacks paid by Microsoft to the Customer after you receive the App Proceeds will be debited against your account. Microsoft may offset any amounts owed to Microsoft (including the refund and chargeback costs described in this paragraph) against amounts Microsoft owes you. You grant Microsoft a right to provide refunds to Customers in accordance with Microsoft's prevailing policies and applicable laws from time to time.
-i. Taxes on App Transactions. Microsoft (or its billing service provider or other authorized partner) will collect and remit sales, use, goods and services, value added or similar taxes, if any, applicable to Customers' acquisition of your App and In-App Product through the Store only in the country(s) and to the extent described in the attached Exhibit A and Exhibit C, as may be revised from time to time. Except as otherwise provided in Exhibit A and Exhibit C, Microsoft will not remit any sales, use, goods and services, value added or other similar tax in connection with Customers' acquisition of your App or In-App Product. You are responsible for reviewing Exhibit A and Exhibit C in light of your circumstances and determining whether you have an obligation to register, collect, and remit taxes in any country in which you elect to have Microsoft make your App or In-App Product available to Customers and for complying with any such tax obligations that apply to you. You are also responsible for appropriately identifying the content type for your In-App Products in Dev Center. For the sake of clarity, and notwithstanding anything to the contrary set forth in this Agreement, Exhibit A, or Exhibit C, Microsoft will not be responsible for collecting and remitting telecommunications taxes or any similar taxes in connection with Customers’ acquisition of your App or In-App Product. If you make your Apps available in the Microsoft Store for Business or the Microsoft Store for Education to Customers in countries that are listed as either, Microsoft Remittance Countries, or Reseller Countries, in Exhibit A or Exhibit C, then Microsoft will be responsible for issuing any required tax invoices to Customers. Microsoft may issue tax invoices for Mixed Remittance Countries, depending on the channel. It is your responsibility to understand when you are required to issue an invoice and to issue that invoice in Mixed Remittance countries. However, in countries that are listed as ISV Remittance Countries, you will be responsible for issuing any required tax invoices. Microsoft may grant Customers the ability to contact you in order to obtain any required tax invoices.
+i. Taxes on App Transactions. Microsoft (or its billing service provider or other authorized partner) will collect and remit sales, use, goods and services, value added or similar taxes, if any, applicable to Customers' acquisition of your App and In-App Product through the Store only in the country(s) and to the extent described in the attached Exhibit A and Exhibit C, as may be revised from time to time. Except as otherwise provided in Exhibit A and Exhibit C, Microsoft will not remit any sales, use, goods and services, value added or other similar tax in connection with Customers' acquisition of your App or In-App Product. You are responsible for reviewing Exhibit A and Exhibit C in light of your circumstances and determining whether you have an obligation to register, collect, and remit taxes in any country in which you elect to have Microsoft make your App or In-App Product available to Customers and for complying with any such tax obligations that apply to you. You are also responsible for appropriately identifying the content type for your In-App Products in Partner Center. For the sake of clarity, and notwithstanding anything to the contrary set forth in this Agreement, Exhibit A, or Exhibit C, Microsoft will not be responsible for collecting and remitting telecommunications taxes or any similar taxes in connection with Customers’ acquisition of your App or In-App Product. If you make your Apps available in the Microsoft Store for Business or the Microsoft Store for Education to Customers in countries that are listed as either, Microsoft Remittance Countries, or Reseller Countries, in Exhibit A or Exhibit C, then Microsoft will be responsible for issuing any required tax invoices to Customers. Microsoft may issue tax invoices for Mixed Remittance Countries, depending on the channel. It is your responsibility to understand when you are required to issue an invoice and to issue that invoice in Mixed Remittance countries. However, in countries that are listed as ISV Remittance Countries, you will be responsible for issuing any required tax invoices. Microsoft may grant Customers the ability to contact you in order to obtain any required tax invoices.
WARRANTIES. You represent, warrant and undertake to Microsoft that:
@@ -207,7 +221,7 @@
REPORTING.
-a. Transaction Data. Microsoft will provide you the reporting capabilities we are required to provide under applicable tax laws and regulations. The reporting available to you through the Developer Center will provide aggregate information relating to your App downloads and App and In-App Product transactions and Microsoft's payments to you under this Agreement.
+a. Transaction Data. Microsoft will provide you the reporting capabilities we are required to provide under applicable tax laws and regulations. The reporting available to you through Partner Center will provide aggregate information relating to your App downloads and App and In-App Product transactions and Microsoft's payments to you under this Agreement.
b. Error Reporting Data. Microsoft may, at its discretion, provide you with app crash data (“Error Reporting Data”). If Microsoft exposes you to any Personal Information in the Error Reporting Data, then between you and Microsoft, that Personal Information is Microsoft Confidential Information. You agree to use Error Reporting Data solely for the purpose of testing and resolving compatibility issues, fixing and resolving “bugs” or other quality issues related to your App, and not to disclose it for any purpose. You agree to inform Customers in your privacy policy about Error Reporting Data that you collect and use. If the Error Reporting Data provided to you includes any Personal Information, you agree to delete such Personal Information within thirty (30) days after receipt, and to return to Microsoft or destroy that information immediately upon Microsoft’s request. During such thirty (30) days, you must store any Personal Information only on a secure server with access to such server limited to you, or if an entity, your regular employees. The following types of non-personally identifiable data can be retained beyond 30 days, also on a secure server with limited access: counts of error entities (e.g., buckets, events, failures), version ranges, application names, module names, exception codes, problem classes, failure offsets, extracted symbolic information including: call stacks and symbols, loaded and unloaded module lists (including names, versions, and linker generated information, timestamps, checksum, size). If you are served with a court order compelling disclosure of any Personal Information, you will oppose the order, will notify Microsoft of such order, and will provide Microsoft the opportunity to intervene before you file any response to the order. You agree to conduct an audit on at least an annual basis to verify your compliance with the terms of this section.
@@ -215,7 +229,7 @@
DISCLAIMER, LIMITATION OF LIABILITY, AND DEFENSE OF CLAIMS.
-a. DISCLAIMER OF WARRANTY. WE PROVIDE THE STORE AND DEVELOPER CENTER "AS-IS," "WITH ALL FAULTS," AND "AS AVAILABLE." YOU BEAR THE RISK OF USING THE STORE AND DEVELOPER CENTER. MICROSOFT EXCLUDES ANY IMPLIED WARRANTIES OR CONDITIONS, INCLUDING THOSE OF PRODUCT LIABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, AND NON-INFRINGEMENT, RELATING TO THE STORE AND DEVELOPER CENTER. 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, COVERED PARTIES EXPRESSLY DISCLAIM ANY WARRANTIES THAT ACCESS TO, OR USE OF, THE STORE OR THE DEVELOPER CENTER WILL BE UNINTERRUPTED OR ERROR FREE.
+a. DISCLAIMER OF WARRANTY. WE PROVIDE THE STORE AND PARTNER CENTER "AS-IS," "WITH ALL FAULTS," AND "AS AVAILABLE." YOU BEAR THE RISK OF USING THE STORE AND PARTNER CENTER. MICROSOFT EXCLUDES ANY IMPLIED WARRANTIES OR CONDITIONS, INCLUDING THOSE OF PRODUCT LIABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, AND NON-INFRINGEMENT, RELATING TO THE STORE AND PARTNER CENTER. 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, COVERED PARTIES EXPRESSLY DISCLAIM ANY WARRANTIES THAT ACCESS TO, OR USE OF, THE STORE OR PARTNER CENTER WILL BE UNINTERRUPTED OR ERROR FREE.
b. LIMITATION OF LIABILITY. YOU CAN RECOVER FROM MICROSOFT AND ITS AFFILIATES ONLY DIRECT DAMAGES UP TO AN AMOUNT EQUAL TO YOUR ACCOUNT FEE (OR $1, IF THERE IS NO ACCOUNT FEE). 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.
@@ -231,7 +245,7 @@
MISCELLANEOUS
a. Notices.
-i. All notices that you provide to Microsoft under this agreement must be sent to the following email alias: mktlegal@microsoft.com. ii. You will identify an individual to serve as the primary developer contact under this Agreement. This primary developer contact will be the default administrator for this Agreement, and will receive all notices unless you change the primary developer contact information through the Dev Center.
+i. All notices that you provide to Microsoft under this agreement must be sent to the following email alias: mktlegal@microsoft.com. ii. You will identify an individual to serve as the primary developer contact under this Agreement. This primary developer contact will be the default administrator for this Agreement, and will receive all notices unless you change the primary developer contact information through Partner Center.
b. Disclosure of Information. Microsoft may disclose your contact information as necessary for Microsoft to administer this Agreement through its Affiliates and other parties that help Microsoft administer this Agreement.
@@ -254,7 +268,7 @@
k. Entire Agreement. This is the entire Agreement between you and Microsoft in connection with your Apps and In-App Products in the Store. It supersedes any prior agreements between you and Microsoft regarding your Apps and In-App Products in the Store. All parts of this Agreement apply to the maximum extent permitted by relevant law. If a court holds that Microsoft can't enforce a part of this Agreement as written, Microsoft may replace those terms with similar terms to the extent enforceable under the relevant law, but the rest of this Agreement won't change. This Agreement’s section titles are for reference only and have no legal effect.
EXHIBIT A: TAXES ON APPLICATION TRANSACTIONS
-Last Updated: October 26, 2017
+Last Updated: March 5, 2019
Microsoft Tax Remittance Countries:
@@ -262,18 +276,18 @@
Mixed Remittance Countries:
-Certain Microsoft billing partners may collect and remit sales, use, goods and services, value added or similar taxes, if any, applicable to Customers' acquisition of your App(s) or In-App Product(s) through the Store in the country(s) listed on the Developer Center at http://go.microsoft.com/fwlink/p/?LinkID=271132. The reports that Microsoft makes available to you will identify the transactions for which a billing partner has collected sales, use, goods and services, value added or similar taxes applicable to Customers' acquisition of your App(s) or In-App Product(s) through the Store. Except for the transactions described in such reporting, neither Microsoft nor its billing services providers will remit any sales, use, goods and services, value added or other similar tax in connection with Customers' acquisition of your App(s) or In-App Product(s) in these country(s).
+Certain Microsoft billing partners may collect and remit sales, use, goods and services, value added or similar taxes, if any, applicable to Customers' acquisition of your App(s) or In-App Product(s) through the Store in the country(s) listed on Partner Center at http://go.microsoft.com/fwlink/p/?LinkID=271132. The reports that Microsoft makes available to you will identify the transactions for which a billing partner has collected sales, use, goods and services, value added or similar taxes applicable to Customers' acquisition of your App(s) or In-App Product(s) through the Store. Except for the transactions described in such reporting, neither Microsoft nor its billing services providers will remit any sales, use, goods and services, value added or other similar tax in connection with Customers' acquisition of your App(s) or In-App Product(s) in these country(s).
You are responsible for reviewing the reporting provided to you and determining and complying with your obligations, if any, to register, collect, and remit taxes in connection with transactions involving your App(s) or In-App Product(s).
EXHIBIT B: TERMS AND CONDITIONS FOR ENTERPRISE APPLICATIONS
-Last Updated: October 26, 2017
+Last Updated: March 5, 2019
This Enterprise Application Addendum (the "Addendum") is a supplement to the terms and conditions of the App Developer Agreement. This Addendum applies if you choose to make available Enterprise Applications to Personnel as described in this Addendum. Except as expressly modified by this Exhibit B, all of the terms and conditions in the App Developer Agreement, which is incorporated by reference herein, apply to the offering and distribution of your Enterprise Applications. Except where expressly modified by this Addendum, the terms and conditions that apply to Applications under the App Developer Agreement will apply to Enterprise Applications as defined in this Addendum.
Definitions. Capitalized terms not otherwise defined herein will have the meanings provided in the App Developer Agreement.
-a. "App Developer Agreement" means the agreement between you and Microsoft Corporation and its Affiliates relating to your use of the Microsoft Store and the Developer Center. The current version of the App Developer Agreement can be found at http://go.microsoft.com/fwlink/p/?LinkID=221922.
+a. "App Developer Agreement" means the agreement between you and Microsoft Corporation and its Affiliates relating to your use of the Microsoft Store and Partner Center. The current version of the App Developer Agreement can be found at http://go.microsoft.com/fwlink/p/?LinkID=221922.
b. "Certificate Software" means the digital certificate obtained from Microsoft, Symantec (or other Microsoft designee) that allows you to provide an Enterprise Application for internal distribution to Personnel in accordance with the terms of this Addendum.
@@ -306,19 +320,19 @@
Indemnification. You will defend, indemnify and hold harmless each Covered Party, as applicable, from and against (including by paying any associated costs, losses, damages, or expenses and attorneys' fees) any and all claims made or brought by an unaffiliated third party or Personnel: (a) alleging that your Enterprise Application infringes copyright, trademark, or patent rights, or misappropriates trade secrets or undisclosed information, (b) arising from a failure of your Enterprise Application to comply with the Application Certification Requirements; (c) relating to use or inability to use your Enterprise Application, including any product liability claims; and (d) arising from any breach of this Addendum or the warranties in the App Developer Agreement. Your obligations in this Section 6 are subject to the conditions outlined in Section 10.c (Duty to Defend) of the App Developer Agreement. Covered Parties who are not party to the App Developer Agreement are beneficiaries of the App Developer Agreement solely for the purpose of enforcing the rights granted to such Covered Parties in this Section 6 of the Addendum.
EXHIBIT C: TERMS AND CONDITIONS FOR RESELLER COUNTRIES
-Last Updated: October 26, 2017
+Last Updated: March 5, 2019
In the country(s) and to the extent listed at http://go.microsoft.com/fwlink/p/?LinkId=529043, Microsoft acts as a reseller, rather than your agent, in making your App(s) and In-App Product(s) available in the Store.
If you choose to make any App(s) or In-App Product(s) available in the Store in any of the listed country(s), you agree to the following modified and additional terms and conditions solely in connection with the offering and distribution of your App(s) and In-App Product(s) in such country(s) as described. Except as expressly provided in this Exhibit C, all of the terms and conditions in the Agreement apply to the offering and distribution of your App(s) in such country(s).
-License Grants. Notwithstanding the second sentence of Section 4.a and the first sentence of Section 4.b of the Agreement, for the country(s) referenced in this Exhibit C in which you choose to make your App or In-App Product available, you grant to Microsoft a license (which you agree may be sublicensed by Microsoft to its resale partners, in Microsoft's sole discretion, and by such resale partners to other resale partners) to make the App or In-App Product available to Customers and to provide the App through the Store. You do not transfer ownership of any App to Microsoft by submitting it, but you do grant to Microsoft a license (which you agree may be sublicensed by Microsoft to its resale partners, in Microsoft's sole discretion, and by such resale partners to other resale partners), for the country(s) referenced in this Exhibit C in which you choose to make your App available, (a) to host, install, use, reproduce, publicly perform and display via any digital transmission technology, format, make available to Customers (including through multiple tiers of distribution), insert third party ad controls (selected by you via the Dev Center), and sign your App(s) (including by removing preexisting signatures) all for purposes of exercising Microsoft's rights and responsibilities under this Agreement, including performing Certification of your App and conducting penetration or other testing for identification of security vulnerabilities; and (b) directly or indirectly through authorized partners (including pursuant to a sublicense agreement), to host, reproduce, market, promote, offer, and provide your App(s) to Customers and to market, promote, offer, and make available your In-App Product(s) to Customers. You will continue to license your App(s) and to license and deliver your In-App Product(s) to Customers as provided in Section 4.g of the Agreement. Microsoft may also evaluate your App periodically after it becomes available in the Store, to verify that it continues to comply with this Agreement, remains compatible with Microsoft's app development and distribution platforms, and to improve Microsoft's app development and distribution platforms.
+License Grants. Notwithstanding the second sentence of Section 4.a and the first sentence of Section 4.b of the Agreement, for the country(s) referenced in this Exhibit C in which you choose to make your App or In-App Product available, you grant to Microsoft a license (which you agree may be sublicensed by Microsoft to its resale partners, in Microsoft's sole discretion, and by such resale partners to other resale partners) to make the App or In-App Product available to Customers and to provide the App and In-App Product through the Store. You do not transfer ownership of any App to Microsoft by submitting it, but you do grant to Microsoft a license (which you agree may be sublicensed by Microsoft to its resale partners, in Microsoft's sole discretion, and by such resale partners to other resale partners), for the country(s) referenced in this Exhibit C in which you choose to make your App available, (a) to host, install, use, reproduce, publicly perform and display via any digital transmission technology, format, make available to Customers (including through multiple tiers of distribution), insert third party ad controls (selected by you via Partner Center), and sign your App(s) (including by removing preexisting signatures) all for purposes of exercising Microsoft's rights and responsibilities under this Agreement, including performing Certification of your App and conducting penetration or other testing for identification of security vulnerabilities; and (b) directly or indirectly through authorized partners (including pursuant to a sublicense agreement), to host, reproduce, market, promote, offer, and provide your App(s) to Customers and to market, promote, offer, and make available your In-App Product(s) to Customers. You will continue to license your App(s) and to license and deliver your In-App Product(s) to Customers as provided in Section 4.g of the Agreement. Microsoft may also evaluate your App periodically after it becomes available in the Store, to verify that it continues to comply with this Agreement, remains compatible with Microsoft's app development and distribution platforms, and to improve Microsoft's app development and distribution platforms.
Marketing Rights. You grant Microsoft, its agents, contractors, licensees (including Microsoft's authorized resale partners), marketing partners, and Affiliates the right to use, reproduce, display, publicly perform and publish your entity name, App or portion of your App, In-App Product and the App Assets for each App, and to modify your App description solely to correct obvious spelling, grammatical or typographical errors, in connection with (i) the distribution and marketing of the App or In-App Product through the Store, (ii) advertising or promoting your App or In-App Product in any and all media, including the Microsoft Affiliate Program (see http://www.microsoftaffiliates.com), and (iii) in any marketing, presentations, demonstrations, trade shows, industry events, and press releases, for the App, In-App Product, Windows, Windows Phone, Xbox hardware and accessories, Xbox Live Services, Xbox.com and other Windows, Windows Phone and/or Xbox-related websites and each of their successor platforms, and/or any other Microsoft websites, products and services related to the Store and/or Apps. Nothing in this Agreement, however, will preclude Microsoft from using your App, App Assets, and/or In-App Product as permitted by law without a license (e.g., "fair use" under applicable copyright law or "referential" use under trademark law).
Application Pricing; Taxes on Applications. Notwithstanding Section 6 of the Agreement, when you submit an App and choose to make the App or an In-App Product available as provided in this Exhibit C, you may suggest the price (if any) to be charged to Customers (consistent with the price points specified by Microsoft in the Documentation) in that country, and Microsoft may charge that price (or another price that Microsoft or a resale partner chooses in its discretion) in making your App or In-App Product available in the Store in that country. For any App or In-App Product you choose to make available as provided in this Exhibit C, Microsoft (or a resale partner or billing service provider) will collect and remit sales, use, goods and services, value added or similar taxes, if any, applicable to the Customer’s acquisition of your App or In-App Product in such country(s) through the Store as provided in this Exhibit C. Except as provided herein, Microsoft will not remit any sales, use, goods and services, value added or other similar tax in connection with Customers' acquisition of your App(s) or In-App Product(s).
-Payment Terms and Fees. App Proceeds payable to you in connection with the sale of your App or In-App Product in the country(s) listed in this Exhibit C will be calculated and paid to you as provided in Section 6.d, but the App Proceeds will be provided to you as a royalty payment in exchange for the license granted in paragraph 1 of this Exhibit C.
+Payment Terms and Fees. App Proceeds payable to you in connection with the sale of your App or In-App Product in the country(s) listed in this Exhibit C will be calculated and paid to you as provided in Section 6.d, but the App Proceeds will be provided to you as a royalty payment in exchange for the license granted in paragraph 1 of this Exhibit C. You agree that: (i) you are responsible for all costs and expenses that we incur for returns and chargebacks arising out of the purchase by a Customer of any App or In-App Products, including the full refund and chargeback amounts that we paid or credited to Customers; and (ii) we can deduct from any royalty payment we make to you any of the foregoing costs and expenses.
EXHIBIT D: TERMS AND CONDITIONS FOR PRELOADED APPS
This preload exhibit (Exhibit D) is a supplement to the terms and conditions of the App Developer Agreement. Exhibit D applies only if Microsoft and you separately agree in a Preload Addendum to Preload your App on Microsoft Products. Except as expressly modified by this Exhibit D, all of the terms and conditions in the App Developer Agreement, which is incorporated herein by reference, apply when Preloading your App.
@@ -354,7 +368,7 @@
Effect of Termination. Termination or expiration of a Preload Addendum will not affect any rights of a Customer to use your App(s). Within six (6) months (or earlier, if possible) of termination or expiration of a Preload Addendum, Microsoft will discontinue Preloading your App(s) and using your App Assets in connection therewith depending on what stage the affected Microsoft Products are in the manufacturing process. Termination or expiration of a Preload Addendum will not affect Microsoft’s right to sell or distribute Microsoft Products on which your App(s) are Preloaded in accordance with a Preload Addendum.
EXHIBIT E: ADVERTISING SERVICES ADDENDUM
-Last Updated: October 26, 2017
+Last Updated: March 5, 2019
This Advertising Services Addendum (this "Addendum") is a supplement to the terms and conditions of the App Developer Agreement; Microsoft Store (the "Agreement"). This Addendum applies if you choose to make use of Microsoft’s advertising services as described in this Addendum. Except as expressly modified by this Addendum, all of the terms and conditions in the Agreement, which is incorporated by reference herein, apply to your use of Microsoft’s advertising services. Capitalized terms not otherwise defined herein have the same meanings provided in the Agreement.
@@ -375,7 +389,7 @@
iv. incorporate into your Apps any and all Microsoft-provided guidance, specifications, placement guidelines, documentation and other consultation related to ads (e.g., placement, sizes, experiences, formats, etc.).
-c. COPPA Notification Requirement. If your app is directed at children under the age of 13 (as defined in the Children’s Online Privacy Protection Act), you must: (i) notify Microsoft of this fact in the Monetization Section of Dev Center; and (ii) ensure that all ad content displayed in your app is appropriate for children under the age of 13.
+c. COPPA Notification Requirement. If your app is directed at children under the age of 13 (as defined in the Children’s Online Privacy Protection Act), you must: (i) notify Microsoft of this fact in the Monetization Section of Partner Center; and (ii) ensure that all ad content displayed in your app is appropriate for children under the age of 13.
d. Community Ads Program. If you elect to participate in Microsoft’s Community Ads Program, you acknowledge and agree that:
@@ -479,40 +493,38 @@
Community Ads. Microsoft does not make any guarantees regarding the delivery and placement priority of advertising campaigns you create in connection with the Community Ads Program. For all ads served in connection with the Community Ads Program, reports generated by Microsoft or its designated agent will be the basis for billing.
-EXHIBIT G: DEV CENTER BENEFITS PROGRAM ADDENDUM
-Last Updated: October 26, 2017
+EXHIBIT G: WINDOWS DEVELOPER REWARDS PROGRAM ADDENDUM
+Last Updated: March 5, 2019
-This Dev Center Benefits Program Addendum (this "Addendum") is a supplement to the terms and conditions of the App Developer Agreement; Microsoft Store. Except as expressly modified by this Addendum, all of the terms and conditions in the App Developer Agreement, which is incorporated by reference herein, apply to your use of the Dev Center Benefits Program. Capitalized terms not otherwise defined herein have the same meanings provided in the App Developer Agreement.
+This Windows Developer Rewards Program Addendum (this "Addendum") is a supplement to the terms and conditions of the App Developer Agreement; Microsoft Store. Except as expressly modified by this Addendum, all of the terms and conditions in the App Developer Agreement, which is incorporated by reference herein, apply to your use of the Windows Developer Rewards Program. Capitalized terms not otherwise defined herein have the same meanings provided in the App Developer Agreement.
-The Program. The Developer Center Benefits Program (the “Program”) is an incentives program for Windows App developers of all experience levels. Under the Program, you may from time to time qualify to receive certain benefits (“Program Benefits”) from Microsoft or its third party partners.
+The Program. The Windows Developer Rewards Program (the “Program”) is an incentives program for Windows App developers of all experience levels. Under the Program, you may from time to time qualify to receive certain rewards (“Program Rewards) from Microsoft or its third party partners.
-How it Works. You will be automatically enrolled in the Program when you open a Store Account through the Developer Center. Program Benefits may become available from time to time during the Program term. If you qualify for Program Benefits, you will be able to access them through the Program page that will be available in the Developer Center. Follow the instructions to redeem or access the Program Benefits.
+How it Works. You will be automatically enrolled in the Program when you open a Store Account through Partner Center. Program Benefits may become available from time to time during the Program term. If you qualify for Program Benefits, you will be able to access them through the Program page that will be available in Partner Center. Follow the instructions to redeem or access the Program Benefits.
-Program Benefits; Requirements and Limitations.
+Program Rewards; Requirements and Limitations.
-a. To qualify for many of the Program Benefits, you will need to have an active Store Account.
+a. To qualify for many of the Program Rewards you will need to have an active Store Account.
b. Program Level.
-i. Some Program Benefits will be made available to only developers with certain app development expertise. For purposes of this Agreement, app development expertise will be known as “Program Level”.
+i. Some Program Rewards will be made available to only developers with certain app development expertise. For purposes of this Agreement, app development expertise will be known as “Program Level”.
ii. Your Program Level will be determined by Microsoft based on such things as your existing App performance, market relevance of your existing Apps, and customer feedback on your existing Apps.
-iii. You may need to provide Microsoft with information about existing apps that you have on other platforms in order for Microsoft to determine your Program Level. You may also need to register with a third party service in order for Microsoft to verify this information. Microsoft is not responsible for such third party service. Your use of the third party service may be subject to that third party’s terms and conditions.
-
-iv. Your Program Level may change during the Program Term.
+iii. Your Program Level may change during the Program Term.
-c. Some Program Benefits may have additional qualifying criteria. You will need to meet the additional criteria in order to be eligible for these Program Benefits. Such criteria will be disclosed by Microsoft when the Program Benefits are made available.
+c. Some Program Rewards may have additional qualifying criteria. You will need to meet the additional criteria in order to be eligible for these Program Rewards. Such criteria will be disclosed by Microsoft when the Program Rewards are made available.
-d. Some Program Benefits may be subject to additional terms. By using such Program Benefits, you agree to be bound by these additional terms.
+d. Some Program Rewards may be subject to additional terms. By using such Program Rewards, you agree to be bound by these additional terms.
-e. Some Program Benefits may be provided by third parties. Microsoft is not responsible for third party web sites, services or Program Benefits. Your use of such Program Benefits may be subject to that third party’s terms and conditions.
+e. Some Program Rewards may be provided by third parties. Microsoft is not responsible for third party web sites, services or Program Rewards. Your use of such Program Rewards may be subject to that third party’s terms and conditions.
-f. Program Benefits may be limited in number, change without notice and available for a limited time only or while supplies last. Some Program Benefits may be available in limited geographies and limited languages. Microsoft may substitute Program Benefits with a benefit of equal or greater value in the event supplies of a Program Benefit are exhausted.
+f. Program Rewards may be limited in number, change without notice and available for a limited time only or while supplies last. Some Program Rewards may be available in limited geographies and limited languages. Microsoft may substitute Program Rewards with a benefit of equal or greater value in the event supplies of a Program Benefit are exhausted.
-Right to cancel, terminate, modify or suspend. Microsoft may, in its sole discretion, cancel, terminate, modify or suspend the Program, Program terms or any Program Benefits, in whole or in part. A Program Benefit may be withheld, reduced, or terminated or you may be removed from the Program, at any time and in the sole discretion of Microsoft. Microsoft may exercise its rights under this section for any reason, including, without limitation if you breach any of your obligations under this Addendum, or if you are suspected of committing fraud under this Program. In the event of such an occurrence Microsoft may post a notice on the Program page.
+Right to cancel, terminate, modify or suspend. Microsoft may, in its sole discretion, cancel, terminate, modify or suspend the Program, Program terms or any Program Rewards, in whole or in part. A Program Benefit may be withheld, reduced, or terminated or you may be removed from the Program, at any time and in the sole discretion of Microsoft. Microsoft may exercise its rights under this section for any reason, including, without limitation if you breach any of your obligations under this Addendum, or if you are suspected of committing fraud under this Program. In the event of such an occurrence Microsoft may post a notice on the Program page.
-Releases. As a condition of your participation in the Program, you agree to release Microsoft from and against any and all liability, claims or actions of any kind whatsoever for injuries, damages, or losses to persons or property which may be sustained in connection with accessing the Developer Center, participating in any aspect of the Program, the receipt, ownership or use of any Program Benefit, or while preparing for, participating in or traveling to or from any Program Benefit-related activity (if applicable) or any typographical or other error in the Program terms and conditions. Microsoft makes no representations or warranties of any kind concerning the appearance, safety or performance of any Program Benefit, except for any express manufacturer’s warranty as may be included with the Program Benefit. Program Benefit recipients bear all risk of loss or damage to any goods received as Program Benefits. Microsoft is not responsible for any products and/or services offered as Program Benefits on the Developer Center by other participating companies.
+Releases. As a condition of your participation in the Program, you agree to release Microsoft from and against any and all liability, claims or actions of any kind whatsoever for injuries, damages, or losses to persons or property which may be sustained in connection with accessing Partner Center, participating in any aspect of the Program, the receipt, ownership or use of any Program Benefit, or while preparing for, participating in or traveling to or from any Program Benefit-related activity (if applicable) or any typographical or other error in the Program terms and conditions. Microsoft makes no representations or warranties of any kind concerning the appearance, safety or performance of any Program Benefit, except for any express manufacturer’s warranty as may be included with the Program Benefit. Program Benefit recipients bear all risk of loss or damage to any goods received as Program Rewards. Microsoft is not responsible for any products and/or services offered as Program Rewards on Partner Center by other participating companies.
EXHIBIT H: STANDARD APPLICATION LICENSE TERMS
Last Updated: October 26, 2017
@@ -763,55 +775,6 @@
This remedy doesn’t fully compensate you for any losses; or
The application publisher knew or should have known about the possibility of the damages.
-EXHIBIT I: DEV CENTER INSIDER PROGRAM ADDENDUM
-Last Updated: October 26, 2017
-
-This Dev Center Insider Program Addendum (this “Addendum”) is a supplement to the terms and conditions of the App Developer Agreement; Microsoft Store (the "App Developer Agreement"). Except as expressly modified by this Addendum, all of the terms and conditions in the App Developer Agreement, which is incorporated by reference herein, apply to your participation in the Dev Center Insider Program (the “Program”) and any services Microsoft provides in connection therewith (collectively, the “Program Services”). Capitalized terms not otherwise defined herein have the same meanings provided in the App Developer Agreement.
-
-Scope of Addendum; Changes.
-
-a. Scope. This Addendum governs your participation in the Program and use of the Program Services. Additional terms may be applicable to software, supplements, updates, and other Microsoft web sites and services that you use and are necessary to use the Program Services. To the extent those additional terms conflict with this Addendum, this Addendum will control. You agree that you will read the terms before using the Program Services, including any linked terms. You understand that by using the Program Services, you ratify this Addendum and the linked terms.
-
-b. Changes to Addendum. From time to time, Microsoft may change or amend this Addendum. If we do, we will notify you, either by posting a notice on a Microsoft website or blog, through the user interface of Dev Center, in an email notification, or through other reasonable means. Your use of the Program Services after the date the change becomes effective will be your consent to the changed terms. If you do not agree to the changes, you must stop using the Program Services and follow the termination instructions in Section 8 of the App Developer Agreement. Otherwise, the new terms will apply to you.
-
-Pre-Release Nature, Updates, and Support.
-
-a. Pre-Release and Experimental Services. The Program Services may have reduced or different security, privacy, accessibility, availability, and reliability standards relative to commercially provided services. We may change or discontinue the Program Services at any time without notice.
-
-b. Updates. The Program Services update automatically. By using the Program Services, you agree to receive automatic updates without any additional notice.
-
-c. Support. Limited or no support may be provided for the Program Services.
-
-Content.
-
-All documentation, images, Program Website web pages and other content provided in connection with the Program (collectively “Content”) are the copyrighted works of Microsoft or its suppliers. Use of the Content is governed by the terms of the license agreement, if any, that accompanies or is included with the Content. If no license agreement accompanies or is included with the Content, then your use of the Content is governed by this Addendum. Except as provided in this section, no portion of the Content may be copied, imitated, published, transmitted, broadcast, or distributed, in whole or in part.
-
-Confidentiality.
-
-The Program Services are confidential information of Microsoft unless stated otherwise and as such you have confidentiality obligations with respect to the Program Services as more particularly described in Section 8 of the App Developer Agreement.
-
-Releases.
-
-As a condition of your participation in the Program, you agree to release Microsoft from and against any and all liability, claims or actions of any kind whatsoever for injuries, damages, or losses to persons or property which may be sustained in connection with accessing the Developer Center, participating in any aspect of the Program, the use of any Program Services, or while preparing for, participating in or traveling to or from any Program-related activity (if applicable) or any typographical or other error in this Addendum or any linked terms. Microsoft makes no representations or warranties of any kind concerning the appearance, functionality, or performance of any Program Services.
-
-Reservation of Rights.
-
-Microsoft may have patents, patent applications, trademarks, copyrights, or other intellectual property rights covering subject matter in the Program Services. Except as expressly provided in any written license agreement from Microsoft, the furnishing of the Program Services or associated Content does not give you any license to these patents, trademarks, copyrights, or other intellectual property. Microsoft reserves all rights not expressly granted under this Addendum, and no other rights are granted under this Addendum by implication or estoppel or otherwise.
-
-Feedback. If you provide Microsoft with feedback about the Program or the Program Services, then you grant to Microsoft, without charge, the right to use, share, and commercialize your feedback in any way and for any purpose. You also grant to third parties, without charge, any patent rights necessary for their products, technologies and services to use or interface with any specific parts of a Microsoft software or service that incorporates your feedback. You will not give feedback that is subject to a license that requires Microsoft to license its software or documentation to third parties because Microsoft includes your feedback in our software or documentation. These rights that you grant to Microsoft and third parties in this Section 7 will survive any termination of the App Developer Agreement, this Addendum, or any termination of your rights to use Dev Center or the Program Services.
-
-Termination.
-
-You may terminate this Addendum at any time by using the functionality in Dev Center to withdraw from the Program.
-
-Microsoft reserves the right to terminate your participation in the Program and your access to any or all of the Program Services at any time, without notice, for any reason whatsoever.
-
-Termination of use of, or access to, the Program Services or the termination of this Addendum terminates your right to use any Program Services. You must continue to comply with Section 4 (Confidentiality) after termination of this Addendum. After termination, Microsoft may continue to use all data collected prior to termination.
-
-Prohibited Use of Program Services.
-
-You will not use Program Services for any purpose that is unlawful or prohibited by this Addendum, the App Developer Agreement, or any Documentation. You may not use the Program Services in any manner that could damage, disable, overburden, or impair any Microsoft server, or the network(s) connected to any Microsoft server, or interfere with any other party's use and enjoyment of any Program Services or other Microsoft services or products. You may not attempt to gain unauthorized access to any Program Services, other accounts, computer systems, or networks connected to any Microsoft server or to any of the Program Services, through hacking, password mining, or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Program Services.
-
See also
Change history for App Developer Agreement
Microsoft Store Policies and Code of Conduct
\ No newline at end of file
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