These Microsoft Partner Uplift Planner & Proposal Platform Terms of Use (“Terms”) apply to you and your organization’s access to and use of the Partner Uplift Planner & Proposal platform, including the code repository (“Repository”), documentation, and other materials made available thereon (collectively, the “Platform”) provided by Microsoft Corporation (“Microsoft,” “we,” or “us”).
These Terms constitute a binding agreement between Microsoft and each Authorized User (as defined below) with respect to your access to and use of the Platform. By accessing or using the Platform, you represent that you have the authority to bind yourself or the entity you represent to these Terms. These Terms constitute the separate written agreement between Microsoft and the Authorized User referenced in Microsoft’s agreement with its vendor for the Platform. Acceptance of these Terms constitutes execution of such agreement. No separate signed agreement is required unless Microsoft elects otherwise.
We may make changes to these Terms. The “Last Updated” date above indicates when these Terms were last changed. If we make future changes, we may provide you with notice of such changes, such as by sending an email, posting a notice on the Platform, or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of the Platform after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must immediately stop using the Platform.
1. Eligibility and Use
(a) You may only access the Platform and use the materials made available thereon if you are an Authorized User. “Authorized User” means any Microsoft-authorized partner, reseller, or distributor that has been granted access to the Platform by Microsoft or its authorized representative and that has entered into the relevant underlying agreements with Microsoft, such as the Microsoft Cloud AI Partner Program Agreement and the Microsoft Partner Agreement, governing its status as a Microsoft partner, reseller, or distributor. “Authorized Distributor” means an Authorized User that is a Microsoft-authorized distributor and that has been granted access to the Repository by Microsoft. Only Authorized Distributors may access the Repository. Consistent with the termination considerations in Section 5(c), if at any point, you are deauthorized by Microsoft or otherwise cease to participate in or are terminated from the Microsoft Partner Program, you must immediately stop using the Platform.
(b) The Platform is provided to you for use in connection with your activities as an Authorized User, including generating and distributing Outputs to Microsoft partners or end customers for the purpose of proactive engagement with customers to showcase the value proposition of Microsoft AI and Security products and services. Notwithstanding the foregoing, you shall not use the Platform or any Outputs to compete with, directly or indirectly, Microsoft or for any purpose not in furtherance of Microsoft’s business interests.
2. Authorized User Content
(a) You represent and warrant that Authorized User Content (defined below) and Microsoft’s use of Authorized User Content will not violate any rights of any person or entity, including any third-party rights, or cause injury to any person or entity. You may not create, use, store, or share any Authorized User Content that: (i) is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, or fraudulent; (ii) would constitute, encourage, or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability, or violate any local, state, national, or international law; (iii) may infringe any patent, trademark, trade secret, copyright, or other intellectual or proprietary right of any party; (iv) may violate any applicable third-party terms; (v) contains or depicts any statements, remarks, or claims that do not reflect your honest views and experiences; (vi) impersonates, or misrepresents your affiliation with, any person or entity; (vii) contains any unsolicited promotions, political campaigning, advertising, or solicitations; (viii) contains any private or personal information of a third party without such third party’s consent; (ix) contains any viruses, corrupted data or other harmful, disruptive, or destructive files or content; or (x) in Microsoft’s sole judgment, is objectionable, restricts or inhibits any other person from using or enjoying the Platform, or may expose Microsoft or others to any harm or liability of any type.
(b) Microsoft does not undertake to review all Authorized User Content, and Microsoft expressly disclaims any duty or obligation to undertake any monitoring or review of any Authorized User Content.
(c) It is your responsibility to evaluate whether Outputs (defined below) are appropriate for your use case, including where human review is appropriate, before using or sharing Outputs. You acknowledge that factual assertions or information in Outputs, including pricing, discount, and promotional information, should not be relied upon without independently verifying their accuracy, as they may be inaccurate, incomplete, outdated, or not reflective of current Microsoft programs or policies.
3. Intellectual Property
(a) Platform. As between you and Microsoft, Microsoft owns and retains all right, title and interest in and to the Platform and all Intellectual Property Rights therein. “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, or other intellectual property rights, in any part of the world. Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use the Platform for the purpose of generating Outputs and, if you are an Authorized Distributor, accessing and using the Repository in accordance with Section 3(b), and accessing related documentation, solely in connection with your authorized activities as an Authorized User.
(b) Repository. If you are an Authorized Distributor, you are hereby granted a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Repository solely for the purpose of integrating and customizing the Repository within your own internal environment in connection with your authorized activities as an Authorized Distributor.
If you are an Authorized Distributor with access to the Repository, you shall not (i) use the Repository or any derivative thereof for or in connection with any product or service that competes with any Microsoft product or service; (ii) redistribute, sub-license, or publish the Repository to any third party; (iii) remove, alter, or obscure any Microsoft copyright, trademark, or proprietary notices in or on the Repository; or (iv) use the Repository in a manner that violates the terms of any agreement between you and Microsoft.
(c) Attribution and Branding. If you are an Authorized Distributor with access to the Repository, you shall maintain all Microsoft branding, attribution notices, and proprietary markings in any customization or integration of the Repository code, and shall not represent the Repository or any derivative thereof as a product or service developed independently of Microsoft.
(d) Authorized User Content; Output License. As between you and Microsoft, you are and will remain the sole and exclusive owner of all right, title, and interest in and to any and all queries, prompts, submissions, data, attachments, or other information that you submit to the Platform or, if you are an Authorized Distributor, use in connection with your customization or integration of the Repository code (“Input”). When you provide Input to the Platform or use Input in connection with your customization or integration of the Repository code, you may receive content, results, proposals, marketing materials, pricing information, or other materials based on your Input (the “Output”) (Input and Output, collectively, the “Authorized User Content”). Notwithstanding your ownership of Inputs, as between you and Microsoft, Microsoft retains all right, title, and interest in and to the Outputs, including all Intellectual Property Rights therein.
You represent, covenant, and warrant that (a) you are either the owner of, or otherwise have the necessary rights and licenses to use and to authorize Microsoft to use, the Inputs in any manner contemplated by these Terms; or (b) you have the written consent, release, or permission of each and every natural person that appears in or is included in the Input to use the personal data of each such person to enable inclusion and use of Authorized User Content in any manner contemplated by these Terms, including for the purposes of using the Platform and, if applicable, the Repository as contemplated by these Terms.
(e) Microsoft hereby grants the Authorized User a limited, non-exclusive, non-transferable, revocable license to use the Outputs solely for the purpose of selling, upselling, and marketing Microsoft products and services to end customers in connection with the Authorized User’s authorized activities as a Microsoft partner, reseller, or distributor (“Permitted Purposes”).
(f) The Authorized User shall not: (i) remove, alter, or obscure any Microsoft branding, trademarks, logos, or attribution from Outputs; (ii) use Outputs in connection with any product or service that competes with any Microsoft product or service; (iii) modify pricing, discount, or promotional information contained in Outputs in any manner that is misleading, inaccurate, or inconsistent with Microsoft’s then-current programs or policies; or (iv) redistribute Outputs to any third party other than end customers in the ordinary course of the Authorized User’s authorized activities.
(g) The license to Outputs granted under this Section 3(d) terminates automatically upon (i) termination or expiration of these Terms, or (ii) the Authorized User’s loss of authorized status as a Microsoft partner, reseller, or distributor. Upon termination of the Output license for any reason, the Authorized User must immediately cease all use of Outputs and, at Microsoft’s election, return or destroy all copies of Outputs in its possession or control.
(h) License to Input Data and Usage Information. By using the Platform, the Authorized User grants Microsoft a non-exclusive, worldwide, royalty-free license to collect, use, process, and analyze: (i) Inputs submitted to the Platform; (ii) usage data, telemetry, and interaction data generated through the Authorized User’s use of the Platform; and (iii) metadata associated with the foregoing (collectively, “Platform Data”). Microsoft may use Platform Data for the following purposes: (A) operating, maintaining, and improving the Platform; (B) developing new features, products, and services; (C) generating aggregated, anonymized benchmarks, analytics, and insights; and (D) any other lawful business purpose. Microsoft shall not publicly disclose Platform Data in a form that identifies the Authorized User or any individual data subject without consent, except as required by law or as necessary to enforce these Terms. This license to Platform Data shall survive termination or expiration of these Terms with respect to Platform Data collected prior to termination. The Authorized User’s obligations under Section 7 (Data Protection) apply to any personal data included in Platform Data.
4. Audit Rights
Microsoft (or its designated representative) shall have the right, upon reasonable prior written notice and no more than once per calendar year (absent a breach or suspected breach), to audit your use of the Platform and, if applicable, the Repository to verify compliance with these Terms.
5. Termination and Code Return/Destruction
(a) Termination for Convenience. Microsoft may terminate these Terms at any time upon thirty (30) days’ prior written notice to the Authorized User.
(b) Termination for Material Breach. Microsoft may terminate these Terms immediately upon written notice if the Authorized User breaches any material provision of these Terms and, in Microsoft’s sole discretion, fails to cure such breach within fifteen (15) days after receiving written notice of the breach. Notwithstanding the foregoing, breaches of Section 3(b) (Repository restrictions), Section 3(d) (Output use restrictions), Section 7 (Data Protection), any security incident or suspected security incident, or any misuse of Microsoft’s data or Intellectual Property Rights are deemed non-curable and subject to immediate termination without a cure period.
(c) Automatic Termination. These Terms terminate automatically upon (i) termination or expiration of the Authorized User’s underlying agreement with Microsoft (including any partner, reseller, or distributor agreement), or (ii) the Authorized User’s loss of authorized status as a Microsoft partner, reseller, or distributor.
(d) Effect of Termination. Upon termination or expiration of these Terms for any reason, the Authorized User must immediately: (i) cease all use of the Platform, Repository (if applicable), and Outputs; (ii) at Microsoft's election, return or destroy all Licensed Content, Repository code (if applicable), and Outputs in its possession or control; and (iii) provide Microsoft with written certification of such return or destruction within fifteen (15) days. Sections 2(c), 3(a), 3(c), 3(d), 4, 6, 7, 8, 9, 10, and 11 shall survive termination or expiration of these Terms.
6. Disclaimers
Microsoft does not warrant that the Platform or the Repository (or the results or output from the Platform or your customization or integration of the Repository code) will be accurate, adequate, complete, reliable, current, uninterrupted, or error free; nor does it make any warranty as to the results that may be obtained from use of the Platform or the Repository code. The Platform, the contents therein, any accompanying documentation, and any other data or information provided hereunder, are provided on an “as is” and “as available” basis, and with all faults, and Microsoft will have no liability for any errors or omissions in or other aspects of any of the foregoing. Microsoft expressly disclaims all representations and warranties, express or implied, statutory or otherwise, including implied warranties of merchantability and fitness for a particular purpose and non-infringement and any warranties concerning results obtained from your use of the Platform or your customization or integration of the Repository code. Without limiting the foregoing, Microsoft makes no warranty of any kind that the Platform or the Repository code, or any outputs or results of the use thereof, will meet your or any other person’s requirements, operate without interruption, achieve any intended result, be compatible or work with any software, system, or other services, or be secure, accurate, complete, free of harmful code, or error free.
7. Data Protection
(a) The Authorized User represents and warrants that it has a lawful basis under all applicable data protection laws for any personal data it uploads to the Platform, including but not limited to the data protection laws of the United States, Mexico, Colombia, Argentina, Chile, Peru, and any other applicable Latin American jurisdiction.
(b) The Authorized User shall comply with all applicable anti-spam and commercial communications laws—including CAN-SPAM (United States), Mexico’s Federal Law on Protection of Personal Data Held by Private Parties, Colombia’s Law 1581 of 2012, Argentina’s Personal Data Protection Law No. 25,326, and other applicable Latin American data protection and electronic communications laws—when using Outputs for marketing, proposals, or customer communications.
(c) The Authorized User shall not upload any sensitive personal data (including data revealing racial or ethnic origin, political opinions, religious beliefs, health data, biometric data, or sexual orientation) to the Platform without Microsoft’s prior written consent and implementation of appropriate safeguards.
(d) The Authorized User shall include appropriate privacy disclosures in its own communications to data subjects regarding the processing of their personal data through the Platform.
8. Indemnification
The Authorized User shall indemnify, defend, and hold harmless Microsoft, its affiliates, and their respective officers, directors, employees, and agents from and against any third-party claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) the Authorized User’s breach of the data protection obligations in Section 7; (ii) the Authorized User’s misuse of the Repository code, including any use in connection with competitive products; (iii) any third-party claim arising from the Authorized User’s Input or use of Outputs in violation of these Terms; and (iv) the Authorized User’s breach of applicable anti-spam, commercial communications, or data protection laws. Microsoft shall provide prompt notice of any such claim and reasonable cooperation in the defense thereof.
9. Limitation of Liability
(a) To the maximum extent permitted by applicable law, in no event shall Microsoft be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or business opportunity, arising out of or relating to these Terms, regardless of the theory of liability.
(b) Microsoft’s total aggregate liability under these Terms shall not exceed one hundred U.S. dollars (USD $100).
(c) The limitations in this Section 9 do not apply to the Authorized User’s indemnification obligations under Section 8, breaches of the intellectual property restrictions in Sections 3 and 4, or breaches of the data protection obligations in Section 7.
10. Governing Law; Jurisdiction; Geographic Scope
(a) These Terms are governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict of laws principles.
(b) Any dispute arising out of or relating to these Terms shall be subject to the exclusive jurisdiction of the state and federal courts located in King County, Washington.
(c) The Platform is available only to Authorized Users and may be limited to certain jurisdictions and geographies, as may be communicated to you by Microsoft from time to time. Access to or use of the Platform or Outputs from any jurisdiction not approved by Microsoft is not authorized under these Terms.
11. General Provisions
These Terms constitute the entire agreement between Microsoft and the Authorized User with respect to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between Microsoft and the Authorized User with respect to the Platform. If any provision of these Terms is held to be unenforceable, the remaining provisions shall remain in full force and effect. Microsoft’s failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. The Authorized User may not assign or transfer these Terms, or any rights or obligations hereunder, without Microsoft’s prior written consent. Microsoft may assign these Terms in its sole discretion. These Terms shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.