Change history for Microsoft Publisher Agreement version 8.0 - July 2024 update

  • [アーティクル]

We’ve updated the Microsoft Publisher Agreement and Documentation: (i) in response to the Commercial Marketplace now supporting Professional Services Offers, (ii) to clarify that ISVs and Authorized Partners may now also transact Multi-Party Private Offers ("MPOs") with customers in the United Kingdom or Canada, (iii) to reflect changes from agency to a reseller model in India, and (iv) further clarify certain other terms. Where changes do not substantively affect either your or Microsoft’s rights or obligations (e.g., typographical corrections, changes for readability), we haven’t listed them below.

To review all updates in the July 2024 update of the agreement, read the full Microsoft Publisher Agreement. To review the previous version of the agreement, see Microsoft Publisher Agreement version 8.0 July 2023.

Changes to document version 8.0 – July 2024

The following sections of the Agreement were updated in document version 8.0-July 2024 Update.

Section 4 OFFER REQUIREMENTS

Please see updates under Section 11(d) below, which clarifies your obligations under trade laws.

Section 5 DISCLAIMER, LIMITATION OF LIABILITY, AND DEFENSE OF CLAIMS

We revised this section to provide further transparency regarding your existing tax obligations, including by providing examples of such taxes.

  • Section 5(h) Taxes on Payments: We made updates to more comprehensively describe taxes that may be your responsibility based on your residency, the type of Offer you make available, and payments you receive.

Section 9 DISCLAIMER, LIMITATION OF LIABILITY, AND DEFENSE OF CLAIMS

We specified the scope of your indemnity obligations regarding Professional Services Offers and offered you more favorable terms under your existing indemnity commitments:

  • Section 9(d) Indemnity: If you offer Professional Services, you will also indemnify Microsoft for any claims from your service providers relating to workers compensation or other benefits.

  • Section 9(d) Indemnity: If Microsoft elects to participate in the defense of covered third party claims, it will do so at its own cost.

Section 11 MISCELLANEOUS

We provided more information on your compliance obligations under trade and export laws:

  • Section 11(d) Compliance with Trade Laws: We clarified how your existing obligation to comply with applicable law includes compliance with trade, sanctions, and export laws. This requirement includes compliance with such laws in the U.S., U.K., and E.U. You may not take any action that causes Microsoft to violate these laws. If you do violate such laws (or if Microsoft reasonably suspects as much), Microsoft may suspend or terminate.

Section 12 DEFINITIONS

We defined the newly supported Professional Services as follows:

  • Section 12(r) “Professional Services” means any professional services, including: (1) any such services provided by third parties on your behalf, and (2) any materials provided in connection with such services.

ADDENDA

ADDENDUM A: TERMS APPLICABLE TO SPECIFIC OFFER TYPES

We added new terms to clarify obligations regarding Professional Services Offers, which are available in certain locations, and align our Export Restriction language with other Microsoft agreements applicable to partners. Specifically:

  • Section 1(h)(iii) Export Restrictions: see discussion above under Section 11(d).

  • Section 7(a) Authorization and Compliance:

    • Microsoft must review and agree to transact the category of Professional Services in your Offer.

    • Professional Services must be performed in accordance with all necessary authorizations, permits, and licenses.

    • You will ensure that anyone performing Professional Services on your behalf complies with the Agreement.

  • Section 7(b) Location:

    • You may only provide Professional Services Offers to Customers with a billing account in the United States, Canada, or the United Kingdom.

    • Professional Services must be provided remotely.

ADDENDUM B: TERMS AND CONDITIONS APPLICABLE TO SPECIFIC GO TO MARKET CHANNELS

To support the geographic expansion of the MPO program, we updated the language regarding Geographic Limitations, Resale Transactions, and Taxes accordingly:

  • Section 1(b) Geographic Limitations: We expanded MPO to include Customers with a billing account in the United Kingdom or Canada.

  • Section 1(g) Resale Transactions: We simplified the language and removed redundancies with Section 1(h) to further clarify the roles of ISVs and Authorized Partners in resale transactions.

  • Section 1(j) Taxes: We added language specifying the obligations of U.S.-based and U.K.-based Authorized Partners.

Reseller model in India. We are changing from an agency model to a reseller model for the sales of your Offers to Customers located in India after July 31, 2024. The terms applicable to reseller markets are outlined in Section 3 of Addendum B. We will be updating our Tax Details Documentation to reflect India as a Reseller market for the Commercial Marketplace on July 31, 2024, and we have made some additional clarifying edits in Section 3 of Addendum B to clarify Microsoft and Microsoft’s Affiliates roles as a reseller for you in India.