BUY WITH MICROSOFT MERCHANT SERVICES TERMS
Effective: March 20 , 2023
These Buy with Microsoft Merchant Services Terms ("Terms") are between you ("you" "your" and "Merchant") and the applicable Microsoft Entity (as defined below) ("Microsoft," "we," "us," and "our"), and describe your rights to make available for sale Products directly to a Buyer, as facilitated by Buy with Microsoft ("Buy with Microsoft Merchant Services"). By registering for, using, or participating in the Buy with Microsoft Merchant Services, you represent and warrant to us that you have the authority to enter into the Agreement (as defined below), and you also agree to be bound by its terms.
IF YOU LIVE IN (OR YOUR PRINCIPAL PLACE OF BUSINESS IS IN) THE UNITED STATES, PLEASE READ THE BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER IN SECTION 18. IT AFFECTS HOW DISPUTES ARE RESOLVED.
1. DEFINITIONS.
a) "Affiliate" means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with that entity.
b) "Applicable Law" means any laws (including common law), codes, statutes, ordinances, rules, regulations, regulatory bulletins or guidance, regulatory examinations or orders, decrees and orders of any governmental authority, as may be amended and in effect from time to time.
c) "Buy with Microsoft" collectively means the online platforms and services owned or operated by Microsoft or a Microsoft Affiliate that are located at https://www.msn/com/en-us/shopping, or any localized or successor platform or service.
d) "Buyer(s)" means an end user who engages in a Purchase Transaction with you through Buy with Microsoft.
e) "Denied Party" means (i) any individual or entity that is resident in or organized under the laws of a Sanctioned Country; (ii) the government or any governmental entity of any Sanctioned Country; or (iii) any individual or entity that is, or any entity that is 50 percent or more owned or controlled by individuals or entities that are, designated on a list of denied parties published by a governmental authority under applicable Trade Laws.
f) "Disallowed Products" means the disallowed items described on Exhibit A or any other information made available to you by Microsoft.
g) "Expected Ship Date" means, with respect to any of Product, either: (i) the end of the shipping availability period (which begins as of the date on which the relevant order is placed by the Buyer), or the shipping availability date, as applicable, specified by you in the relevant inventory/product data feed for Product; or (ii) if you do not specify shipping availability information in such inventory/product data feed or that Product is in a product category that Microsoft designates as requiring shipment within two (2) business days, two (2) business days after the date on which the relevant order is placed by the Buyer.
h) "Insurance Limits" means One Million U.S. Dollars ($1,000,000).
i) "Insurance Threshold" means Ten Thousand U.S. Dollars ($10,000).
j) "Intellectual Property Rights" means any patent, copyright, Trademark, domain name, moral right, trade secret right, or any other intellectual property right arising under any Applicable Law and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation or infringement of any of the foregoing.
k) "Listing" means a listing, advertisement, or offer of sale of a Product offered through Buy with Microsoft.
l) "Materials" means all Technology, your Trademarks, Product's information, data, materials, and other items or information provided or made available by you or your Affiliates to Microsoft or its Affiliates.
m) "Microsoft Entity" means:
|
If, at the time you accept these Terms, you are located in, or your principal place of business is located in: |
The Microsoft Entity for purposes of these Terms is: |
|
Hong Kong |
Microsoft
Ireland Operations Limited |
|
China, India, Taiwan, or Korea |
Microsoft Online,
Inc. |
|
United States, Canada, or Mexico |
Microsoft Online,
Inc. |
|
All other locations |
Microsoft
Ireland Operations Limited |
n) "Minimum Standards" means, collectively, the terms and standards located at the following links:
(2) Fulfillment Minimum Standards
(4) Merchant Support Minimum Standards
(5) Minimum Standards for Seller-Issued Coupons
o) "Microsoft Policies" means such policies and guidelines as Microsoft may from time to time publish or make available to you that affect or relate to your use of the Buy with Microsoft Merchant Services. "Microsoft Policies" includes, without limitation:
(1) Microsoft Advertising Policies and Guidelines
p) "Microsoft Privacy Statement" means the statement located at https://privacy.microsoft.com/en-us/privacystatement (or a successor site), which explains the personal data Microsoft processes, how Microsoft processes it, and for what purposes.
q) "Order Information" means, with respect to any of Products ordered through Buy with Microsoft, the order information and shipping information that we provide or make available to you.
r) "Payment Account" means a payment account you establish with a Payment Processor.
s) "Payment Processor" means one or more payment processors that have entered into a contractual relationship with Microsoft to offer Payment Processing Services in connection with Buy with Microsoft Merchant Services.
t) "Payment Processing Services" means services provided by a payment processor directly to you related to payment processing, including, but not limited to, card processing and settlement, currency exchange, identity verification, fraud analysis, funds distribution, and regulatory compliance.
u) "Personal Information" means all information or data that identifies or could (alone or with other information or data) be used to identify, contact, or locate a person to whom such information pertains, or that is associated with such information or data. Examples of personal information may include: name and address, phone number, biometric identifiers, location, contacts, photos, audio and video recordings, documents, SMS, email, or other text communication, screen shots, and in some cases, combined browsing history.
v) "Product" means any physical product that you have offered through Buy with Microsoft.
w) "Purchase Transaction" means a purchase of Product on Buy with Microsoft.
x) "Restricted Products" means the restricted items described on Exhibit A or any other information made available to you by Microsoft.
y) "Sanctioned Country" means any country, region, or territory that is, or whose government is, the target of comprehensive economic or trade sanctions or restrictive measures, which currently include the Crimea region, Cuba, Iran, North Korea, and Syria.
z) "Technology" means any: (i) ideas, procedures, processes, systems, methods of operation, works of authorship, concepts, principles, and discoveries protected or protectable under the Applicable Laws; (ii) interfaces, protocols, glossaries, libraries, structured XML formats, specifications, grammars, data formats, or other similar materials; and (iii) software, hardware, code, technology, or other functional item.
aa) "Terms of Sale" means, with respect to any of Product, the terms and conditions that apply to a Purchase Transaction of such Product.
bb) "Trademark" means any trademark, service mark, trade dress (including any proprietary "look and feel"), trade name, other proprietary logo or insignia, or any other source or business identifier, protected or protectable under any Applicable Law.
cc) "Trade Laws" means all applicable laws and regulations governing imports, exports, economic sanctions, and anti-boycott restrictions, including the Export Administration Regulations, the International Traffic in Arms Regulations, and economic sanctions regulations administered and enforced by the Office of Foreign Assets Control.
2. SCOPE OF AGREEMENT; DESCRIPTION OF SERVICE
a) Scope of Agreement. These Terms govern your use of Buy with Microsoft Merchant Services. These Terms, along with the Microsoft Policies and Minimum Standards, and all other procedures or policies that Microsoft may publish from time to time relating to Buy with Microsoft Merchant Services, and which are incorporated herein by reference (collectively, the "Agreement"), sets forth the entire understanding between you and Microsoft with respect to your use of Buy with Microsoft Merchant Services. To use the Buy with Microsoft Merchant Services, you may also be required to agree to the services agreement and privacy policy of your designated Payment Processor governing your Purchase Transactions.
b) Appointment. You hereby appoint Microsoft to make Product available in Buy with Microsoft Merchant Services. Microsoft will provide the technology and services to enable the sale of your Product.
c) Roles and Responsibilities. Purchase Transactions are solely between you and the Buyer, and do not involve Microsoft or any of its Affiliates, and neither we nor our Affiliates shall be deemed the Merchant or purchaser of Merchant Products. You acknowledge that you, not Microsoft, are the supplier of the Products purchased through Buy with Microsoft. You acknowledge and agree that Microsoft is not a bank or other depository institution, payment institution, a money transmitter or a money services business and does not offer any banking, money transmission or payment services.
d) Using Buy with Microsoft Merchant Services. You shall use Buy with Microsoft Merchant Services in strict accordance with this Agreement. We may suspend, remove, or disable your ability to use Buy with Microsoft Merchant Services for violation of this section at any time without notice, and we will have no liability for such actions.
e) Registration & Eligibility. By accepting this Agreement, you represent that (i) you can lawfully enter into and form contracts under Applicable Law; (ii) all information you submit to Microsoft is current, complete and accurate, and you agree to maintain and update such information promptly; and (iii) your use of Buy with Microsoft Merchant Services is only for business purposes. Use of Buy with Microsoft Merchant Services for personal use is strictly prohibited. Upon using Buy with Microsoft Merchant Services, you agree to provide to Microsoft information to verify your identify. During your use of Buy with Microsoft Merchant Services, Microsoft from time to time may request updated or additional information to continue using Buy with Microsoft Merchant Services. You agree to cooperate and provide complete, accurate, and timely information as requested by Microsoft in connection with such verification process. You agree that Microsoft may utilize vendors for background inquiries as we deem appropriate from time to time, during or after such verification process. In addition, should your type of business change, including a material change in the Products you sell via Buy with Microsoft Merchant Services, you shall notify Microsoft promptly.
f) Data Use. Information you provide to us, or that we may collect in connection with Buy with Microsoft Merchant Services, including from a Buyer or in connection with Purchase Transactions, is subject to the Microsoft Privacy Statement.
g) Monitoring. Microsoft reserves the right to monitor and investigate your use of Buy with Microsoft Merchant Services, and to investigate any reported violations of this Agreement or Applicable Law. Microsoft may take any action that it deems appropriate, including issuing warnings, suspending or terminating your access to or use of Buy with Microsoft Merchant Services, as applicable.
h) Changes to Buy with Microsoft Merchant Services. Microsoft reserves the right to modify, suspend or discontinue your access to or use of Buy with Microsoft Merchant Services at any time in its sole discretion. Microsoft also reserves the right to modify, update, suspend or discontinue any aspect of Buy with Microsoft Merchant Services at any time in its sole discretion.
i) Implementation. Microsoft will provide and maintain certain software, application program interfaces (APIs), codes, and other tools to facilitate your use of Buy with Microsoft Merchant Services. All Microsoft software is subject to the licenses provided to you by Microsoft. You must comply with all implementation and presentation requirements set forth in this Agreement and other Microsoft Policies that we may provide to you from time to time.
j) Reservation of Rights. Microsoft retains all rights, title, and interest in and to Buy with Microsoft Merchant Services. This includes all copyrights, patents, trade secrets, trademarks, and other Intellectual Property Rights. Microsoft reserves all rights not expressly granted.
k) Support and Feedback. Microsoft may, at its sole discretion, provide any technical or other support to you for Buy with Microsoft Merchant Services and any related services it provides. If you provide Microsoft with feedback about its 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 Intellectual Property 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 will survive any termination of the Agreement, or any termination of your rights to use Buy with Microsoft Merchant Services.
3. MICROSOFT GENERAL OBLIGATIONS
a) Product Feed and Marketplace. Microsoft will make available on certain Microsoft surfaces a consumer online marketplace that will provide you with the ability to display and sell Products. As part of the online marketplace, Microsoft may make available from time to time the ability for Buyers to provide feedback and ratings regarding Products. Microsoft may make these ratings and feedback publicly available in its sole discretion.
b) Minimum Standards. Terms of Sale offered to Buyers will be at least as protective of Buyers as the Minimum Standards.
c) Payment Services. Microsoft will make payment services available to you for purposes of Buyers purchasing Products. Such payment services are provided by the Payment Processor and are further subject to the obligations set forth in Section 11.
d) Merchant Portal. Microsoft will make available to you a portal that will include features and functionality to manage your Merchant profile, your sales, your returns, and other aspects of your business on Buy with Microsoft Merchant Services.
4. MERCHANT'S GENERAL OBLIGATIONS
a) No unlawful or prohibited use. You shall not, nor permit any third party to, use Buy with Microsoft Merchant Service (i) in a manner that could damage, disable, overburden, or impair any Microsoft server, or the networks connected to any Microsoft server, (ii) to interfere with any other party's use and enjoyment of any aspect of Buy with Microsoft Merchant Service, (iii) to attempt to gain unauthorized access to Buy with Microsoft Merchant Service, other accounts, computer systems, or networks connected to Microsoft through hacking, password mining, or any other means, (iv) to obtain or attempt to obtain any materials or information through any means not intentionally made available through Buy with Microsoft Merchant Service, (v) to defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others or publish, post, upload, or distribute any information that would result in the same, (vi) to download, upload, or otherwise make available materials, software, or information that is not legally yours and without permission of the Intellectual Property Rights owner, (vii) to impersonate someone else or falsely represent your identity or qualification, or to breach another's privacy, or (viii) to offer any Product that infringes Intellectual Property Rights of Microsoft or any third party.
b) Buyer disputes. You are solely responsible for resolving all disputes with Buyers regarding Buyers' Purchase Transactions with you (including the quality, accuracy or delivery of Products).
c) Fraud prevention. We may further establish limits on your use of or access to all or any aspect of Buy with Microsoft Merchant Services for fraud prevention or to comply with Applicable Law. You will ensure all Products you make available on Buy with Microsoft are compliant with Applicable Law in the jurisdiction which your Listings are shown.
d) Buyer's Personal Information.
1) You will not access, collect, or use any Buyer's Personal Information for any purpose other than fulfilling Purchases Transactions of such Buyer and providing such Buyer with customer service, in each case in accordance with this Agreement and applicable data protection laws. You will not disclose or make available any such Personal Information of Buyer to a third party without Microsoft's prior written permission.
2) You will use Buyer's Personal Information solely in accordance with this Agreement and applicable data protection laws.
3) If required by applicable data protection laws to disclose any Buyer's Personal Information, you will immediately notify Microsoft of the anticipated disclosure so as to provide Microsoft a reasonable opportunity to oppose the disclosure and obtain a protective order or seek other relief, unless such notice is prohibited under Applicable Laws.
4) You will immediately notify Microsoft of any third-party request to (i) access Buyer's Personal Information, (ii) obtain additional details about Buyer's Personal Information, or (iii) transfer Buyer's Personal Information to a third party. At Microsoft's request, you will further assist Microsoft to comply with Microsoft's response to requests and complaints with respect to such Buyer's Personal Information.
5) If required under applicable data protection laws or as reasonably determined by Microsoft, you will reasonably assist Microsoft in conducting a data protection impact assessment regarding such Buyer's Personal Information.
6) assign only specific and necessary access privileges to all persons who access Buyer's Personal Information, and ensure that such persons (i) have undergone training in data protection and privacy, and (ii) are bound by obligations of confidentiality and non-use at least as protective as those imposed in this Agreement.
a) Listing. In any Listing or any advertising of Products related to your involvement in Buy with Microsoft, you will comply with the Microsoft Policies. In each Listing, you will provide accurate and complete information about the Product and promptly update such information as necessary to ensure the Listing at all times remains accurate and complete, and you will specify Terms of Sale. In each Listing, you will not (i) offer any Disallowed Product or include any disallowed content specified in Exhibit A; or (ii) without Microsoft's prior written approval on a per product basis, offer any Restricted Product. If you supply Microsoft with a "strikethrough" price, comparison price, or any other price information which implies or suggests that your Product is being offered at a discount or lower price than it is otherwise customarily offered at, you agree that you will at all times comply with Applicable Law relating to advertising and deceptive pricing, including 16 C.F.R. Part 233 and other regulations adopted by the Federal Trade Commission.
b) Fulfillment. You will source, offer, sell, and fulfill Products in accordance with the terms of the applicable Order Information, this Agreement, and the Fulfillment Minimum Standards. You will be solely responsible for and bear all risk for your activities in connection with completing each Purchase Transaction. You are responsible for providing Buyers with a receipt for each Purchase Transaction in accordance with Applicable Law.
6. CANCELLATIONS, REFUNDS AND RETURNS.
a) You will comply with the Minimum Standards for Refund and Minimum Standards for Return in connection with any Purchase Transaction.
b) "Refund Ratio" means, with respect to a Product, the number of orders refunded over the total number of orders received during a time period. Microsoft, at its sole discretion, may evaluate periodically and/or remove Listings of Product with excessively high refund ratios. If the Refund Ratio (quality issue) of any of Product (other than Products in the apparel/shoes category) with more than 20 items sold exceeds 5%, or if 2 refund requests are received with 20 or less items sold, the Product's Listing will be deprioritized until the Refund Ratio decrease to less than 5%.
7. PROBLEMS WITH PRODUCTS.
a) You will comply with the obligations specified in the Merchant Support Minimum Standards. You are responsible for any non-performance, non-delivery, mis-delivery, theft, or other mistake or act in connection with the fulfillment of Products, except to the extent caused by our failure to make available to you Order Information as it was received by us or resulting from address verification. You are also responsible for any non-conformity or defect in, any public or private recall of, or safety alert of any of Products or other products provided in connection with Products. You will notify us promptly as soon as you have knowledge of any public or private recalls, or safety alerts of Products or other products provided in connection with Products.
b) If we find that any claim, chargeback, or dispute is your responsibility, (i) you will not take recourse against the Buyer, and (ii) you will be responsible for all amounts necessary for resolving such claim, chargeback or dispute, including taxes and shipping and handling charges, and all other fees and expenses associated with the original transaction (such as credit card, bank, payment processing, re-presentment, or penalty fees) and any related chargebacks or refunds.
8. COMPENSATION; PAYMENTS.
a) Microsoft Service Fees. You will pay us the applicable fees described in Exhibit B of this Agreement for your use of the Buy with Microsoft Merchant Services (collectively, "Fees").
b) Other Charges and Expenses. You are responsible for all of your expenses in connection with this Agreement. Your Payment Processor may impose certain charges in connection with your use of the Buy with Microsoft Merchant Services, including but not limited to charges related to per-transaction payment processing, sending payouts from your Payment Account to your connected bank account, and customer disputes. These charges are determined and imposed by your Payment Processor, not Microsoft, and you are solely responsible for the payment of all such charges. In the event your Payment Processor assesses these charges to Microsoft as a result of your participation in the Buy with Microsoft Merchant Services, you understand and agree that Microsoft has the right to be reimbursed by you for such charges, and may collect reimbursement from you in the manner set forth in this Section.
In addition to the amount due, you will be responsible for paying any costs that are incidental to the collection of delinquent accounts and chargebacks, including, but not limited to, collection fees, convenience fees, and other third-party charges.
b) Our Collection Rights. To the extent permitted by law, we may collect any obligations you owe us under this Agreement by requesting that the Payment Processor deduct the corresponding amounts from your Payment Account including from funds payable to you arising from the settlement of Purchase Transactions. Fees will be assessed at the time a Purchase Transaction is processed and will be deducted from the funds received for such Purchase Transaction or from your Payment Account with your Payment Processor. If these amounts are not sufficient to meet your obligations to us, we may charge the payment method associated with your Payments Account or any other account that you have on file with Microsoft for any amounts owed to us. Your failure to fully pay amounts that you owe us on demand will be a breach of this Agreement and we may suspend or terminate your participating in this Agreement and the Buy with Microsoft Merchant Services. You will be liable for our costs associated with collection in addition to the amount owed, including, without limitation, attorneys' fees and expenses, costs of any arbitration or court proceeding, collection agency fees, and any applicable interest.
c) Modifications to Purchase Transaction. You acknowledge and understand that we may cancel or suspend a Purchase Transaction for any reason and at any time in our sole discretion, including for purposes of fraud or other risk mitigation. We may also require that you pay other amounts to secure the performance of your obligations under this Agreement or to mitigate risks related to returns, chargebacks, claims, disputes, violations of our Terms, Minimum Standards, or Microsoft Policies, or other risks to Microsoft or third parties. We may also impose transactions limits on transactions related to your account. We will not be liable to you for failures to proceed with transactions that would exceed any limits we set.
d) Refund, Reconciliation, and Offset. You are responsible for all costs and expenses for cancellations and chargebacks, including the full refund and chargeback amounts paid or credited to Buyer or withheld by the Payment Processor for a Purchase Transaction. Refunds and chargebacks processed after Merchant receives the payment for a Purchase Transaction will be offset against the amounts for the subsequent payment period.
9. TAXES.
a) Each party will bear its own taxes in connection with the transactions contemplated under this Agreement, and all such taxes (including but not limited to net income or gross receipts taxes, and taxes arising from sales between a party and its customers) will be the financial responsibility of the party who is obligated by operation of law to pay such tax.
b) You acknowledge that you, not Microsoft, are the supplier of goods acquired by a Buyer through Buy with Microsoft. You are also solely responsible for providing accurate information to Microsoft with respect to, any product made available for purchase by a Buyer through Buy with Microsoft. You are solely responsible to determine whether you have any tax obligations, and to satisfy any and all tax obligations you have, in any country on sale of Products.
c) Any Fees payable by you to Microsoft are exclusive of any sales, use, goods and services, value added or similar taxes, and you are responsible for paying such taxes in connection with any Fees to Microsoft. If any taxes are required to be withheld on payments made by one party to the other, the paying party will deduct such taxes from the amount otherwise owed and pay them to the appropriate taxing authority. The paying party will secure and deliver to the other party an official receipt for those withholdings and other documents reasonably requested by the other party in order to claim a foreign tax credit or refund. The parties will use reasonable efforts to ensure that any taxes withheld are minimized to the extent possible under Applicable Law.
d) Microsoft may calculate, collect, and/or remit applicable sales and use tax in connection with Purchase Transactions in accordance with Applicable Law. You agree to indemnify and hold Microsoft harmless from any liabilities Microsoft incurs with respect to taxes that are Your responsibility under this Agreement.
10. LICENSE.
a) You grant us a royalty-free, non-exclusive, worldwide right and license for the term of your original and derivative Intellectual Property Rights to use any and all of Materials for Buy with Microsoft and Buy with Microsoft Merchant Services, and to sublicense the foregoing rights to our Affiliates; provided, however, that we will not alter any of your Trademarks from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests (submitted to us in writing at sellersupport@microsoft.com) as to specific uses of your Materials (provided you are unable to do so using standard functionality made available to you by Microsoft); provided further, however, that nothing in this Agreement will prevent or impair our right to use Materials without your consent to the extent that such use is allowable without a license from you or your Affiliates under Applicable Law (e.g., fair use under United States copyright law, referential use under trademark law, or valid license from a third party).
b) Except the limited right to use Buy with Microsoft in accordance with the express terms and conditions in this Agreement, Microsoft does not grant to you (by license or otherwise, whether express or implied) any right, title or interest (including without limitation Intellectual Property Rights) in or to any Technology owned or licensed by Microsoft.
a) Payment Processors. Microsoft has arranged for Payment Processors to provide Payment Processing Services to Merchants who use Buy with Microsoft Merchant Services, and you must maintain an account with such Payment Processor as we direct at our sole discretion. You will need to create a Payment Account to make or receive payments under these Terms. Your use of a Payment Processor is subject to their terms and conditions and any additional terms and conditions that Microsoft or the applicable Payment Processor may require you to accept. By using Buy with Microsoft Merchant Services and a Payment Processor, you consent to the additional applicable terms of the Payment Processor, including the terms applicable to the creation of your Payment Account. We are not responsible for the Payment Processor's decisions about whether to create or maintain an account for you. You are solely responsible for maintaining your Payment Account, including the accuracy and completeness of all information related to such account, whether provided to the Payment Processor or to us. You are solely responsible for any failures to receive your payment or delays in receiving your payment under this Agreement if you provide incorrect or incomplete information to us or the Payment Processor. You also must maintain the security of your Payment Account and promptly notify us if you discover or suspect that someone has accessed your Payment Account without your permission. You are solely responsible for all activities that occur under or through your Payment Account whether such actions were taken by you or not.
You authorize us to take certain actions through your Payment Account as permitted under this Agreement and the additional terms you agree to with an applicable Payment Processor, including communicating information about transactions conducted through such account such as charges, refunds, adjustments, and the handling of disputes. You also acknowledge and agree that Microsoft may, in its sole discretion, instruct your Payment Processor to delay, by up to thirty (30) days, the payment of an amount equal to five percent (5%) of each payout from your Payment Account to your connected bank account ("Reserve Amount") to ensure you maintain a fund balance in your Payment Account that is sufficient to cover chargebacks, refunds, or other similar liabilities. Microsoft may in its sole discretion increase the Reserve Amount by giving you thirty (30) days' advance written notice.
If you have questions about your Payment Account, you must contact the Payment Processor. You acknowledge and agree that Microsoft does not provide Payment Processing Services. Microsoft merely communicates and transmits information to you and/or to your Payment Processors regarding Purchase Transactions. Payment Processors are solely responsible for their Payment Processing Services, including the receipt and settlement of Buyer funds to you.
b) Data sharing. Microsoft may share information collected during your use of Buy with Microsoft Merchant Services and transactional information with Payment Processors for (i) facilitating your use of such Payment Processors' services or Buy with Microsoft Merchant Services; (ii) improving Buy with Microsoft Merchant Services, our products and services and (iii) testing and auditing account activity for any fraudulent, unlawful, deceptive, abusive, or otherwise harmful activity. We may use such data in accordance with the Microsoft Privacy Statement. You hereby consent to our use of Your payment processor data as described in these Terms.
c) Agreement with Payment Processors. You agree and acknowledge that Microsoft shall have no responsibility or liability for any losses or damages relating to or arising out of a Payment Processor's services, including but not limited to the receipt or transmission of payments, losses or damages from misdirected or lost payments, breaches of security, chargebacks, fraud, theft of funds, violations of banking, money-laundering, privacy, or any other laws relating to or arising out of the use of such Payment Processor. Nothing herein is intended to limit any rights you may have against a Payment Processor.
d) Violation of Third-Party Agreement. If Microsoft receives notice that Product or activity violates your Payment Processor's service agreement or policies, we may at our sole discretion take action against your Buy with Microsoft Merchant Services account to comply with our obligations to such Payment Processor. Such actions may include cancelling transactions, disabling your Payment Processor connection, and/or suspending access to or use of a Payment Processor or Buy with Microsoft Merchant Services.
12. MERCHANT REPRESENTATIONS AND WARRANTIES. You represent, warrant and undertake to Microsoft that:
a) If a business or as may be required, you are duly organized, validly existing and in good standing under the laws of the country, state and/or city in which your business is registered, and that you have the power and authority to enter into this Agreement and to fully perform your obligations under this Agreement;
b) Your use of Buy with Microsoft Merchant Services does not and will not violate any agreements to which you are a party of or which you are otherwise aware, and that you have obtained and maintain any and all consents, approvals or licenses (including written consents of third parties where applicable) required for you to use Buy with Microsoft Merchant Services;
c) Your use of Buy with Microsoft Merchant Services and Products will not infringe any proprietary or personal right of a third party;
d) Microsoft or its Affiliates' exercise of the rights you grant under this Agreement will not obligate Microsoft or its Affiliates to pay any third party any amounts;
e) The information you provide to Microsoft or its Affiliates under or in connection with this Agreement or Buy with Microsoft Merchant Services is true, accurate, current, and complete;
f) You are subject to and will comply with all Applicable Laws in connection with your use of Buy with Microsoft Merchant Services, as such laws and rules may exist from time to time.
a) Merchant will comply with all applicable Trade Laws in the export, re-export, import, transshipment, transfer, release, delivery, or pickup of all goods, software, or technology involving a Purchase Transaction.
b) In connection with all Purchase Transactions, Merchant agrees that it is solely responsible for determining all applicable Trade Laws (including U.S. and non-U.S. laws, as updated from time to time) and for ensuring compliance with all government requirements applicable to the import or export of items, including obtaining required import and export authorizations.
c) Merchant represents and warrants that neither it, nor any of its Affiliates, is a Denied Party. Merchant further agrees that it will not, in connection with a Purchase Transaction, directly or indirectly (i) engage in any dealings or transactions with any Denied Party; (ii) engage in any actions that may cause Microsoft to violate applicable Trade Laws; (iii) sell items imported from or originating from a Sanctioned Country; (iv) sell items produced or manufactured, in whole or in part, by child labor or by convict or forced labor; or (v) involve Microsoft, it subsidiaries, or any Microsoft employees in activities that support international boycotts opposed by the United States, such as the Arab League boycott of Israel.
d) Merchant agrees to notify Microsoft as soon as possible, but in no event more than 14 days, upon acquiring knowledge of a potential violation of Trade Laws relating to the performance of this Agreement, or of a potential violation of the terms in this subsection.
e) Merchant agrees to indemnify and hold Microsoft harmless from, against, and in respect to any and all actions, claims, demands, complaints, orders, costs, liabilities, expenses and damages, including legal fees and expenses, arising out of or incurred as a result of the Merchant breaching the terms of this subsection or engaging in conduct in violation of applicable Trade Laws in connection with this Agreement.
14. DISCLAIMER, LIMITATION OF LIABILITY, AND DEFENSE OF CLAIMS
a) DISCLAIMER OF WARRANTY. WE PROVIDE BUY WITH MICROSOFT MERCHANT SERVICES "AS-IS," "WITH ALL FAULTS," AND "AS AVAILABLE." YOU BEAR THE RISK OF USING BUY WITH MICROSOFT MERCHANT SERVICES. TO THE EXTENT PERMITTED BY LOCAL LAW, MICROSOFT EXCLUDES ANY IMPLIED WARRANTIES, CONDITIONS, OR TERMS, INCLUDING THOSE OF PRODUCT LIABILITY, SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, USE OF REASONABLE SKILL AND CARE, AND NON-INFRINGEMENT, RELATING TO BUY WITH MICROSOFT MERCHANT SERVICES. WITHOUT LIMITING THE FOREGOING, MICROSOFT EXPRESSLY DISCLAIMS ANY WARRANTIES THAT ACCESS TO, OR USE OF, BUY WITH MICROSOFT MERCHANT SERVICES 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 WAIVE ANY RIGHT TO RECOVER ANY OTHER LOSSES OR DAMAGES, INCLUDING WITHOUT LIMITATION CONSEQUENTIAL, LOST PROFITS (WHETHER DIRECT OR INDIRECT DAMAGES), SPECIAL, INDIRECT, PUNITIVE OR INCIDENTAL DAMAGES FROM MICROSOFT OR ITS AFFILIATES. THESE LIMITS AND EXCLUSIONS APPLY EVEN IF MICROSOFT KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF THE DAMAGES. NOTHING IN THIS SECTION IS INTENDED TO EXCLUDE OR OTHERWISE LIMIT MICROSOFT OF ITS AFFILIATES' LIABILITY FOR ANY LIABILITY WHICH MAY NOT BE EXCLUDED BY LAW.
c) Duty to defend. You will defend, indemnify and hold harmless Microsoft and its Affiliates, subsidiaries, officers, agents and/or employees from and against (including by paying associated any costs, losses, damages or expenses and attorneys' fees) any and all third party claims: (1) relating to or arising from your breach of this Agreement, Applicable Law, or a Payment Processor's agreements with you; (2) alleging that any Products you make available infringe on any proprietary or personal rights of a third party; (3) alleging damage or loss caused by negligence, fraud, dishonesty, or willful behavior by you or any of your employees, agents or other representatives; (4) relating to the use of or inability to use any Products sold by you, including any product liability claims. Microsoft will: (i) notify you promptly in writing of the claim; provided, however, Microsoft's failure to notify you shall not relieve you of any liability that you may have, except to the extent that such failure materially prejudices your legal rights; and (ii) at your reasonable request, provide you with reasonable assistance in defending the claim. You will reimburse Microsoft or its Affiliates for any reasonable out-of-pocket expenses incurred in providing that assistance. You will not make any settlement or compromise of a claim, or admit or stipulate any fault or liability on Microsoft or its Affiliates with respect to any claim covered by this section without such party's express, prior written consent.
If the gross proceeds from Purchase Transactions exceed the applicable Insurance Threshold during any month, or otherwise if requested by us, then within thirty (30) days thereafter, you will maintain, at a minimum, commercial general liability insurance at a level of $1 million USD per occurrence or claim, with policies naming Microsoft and its assignees as additional insureds. At our request, you will provide to us certificates of insurance, the full insurance policy, or other documents we may request for the coverage to the following address: sellersupport@microsoft.com.
16. CONFIDENTIALITY.
If you have an existing non-disclosure agreement with Microsoft, then that agreement applies to information exchanges between you and Microsoft in connection with this Agreement and your use of Buy with Microsoft Merchant Services. If not, then during the term of this Agreement and for five (5) years thereafter, the recipient of Confidential Information under this Agreement will hold in confidence, and will not use or disclose any of the other party's Confidential Information to a third party, except (i) to contractors who are performing on the receiving party's behalf and only subject to confidentiality terms at least as protective as this section; (ii) as may be required by Applicable Law or any regulatory authority. "Confidential Information" means all information that a party designates as confidential, or a reasonable person knows or reasonably should understand to be confidential. If Microsoft exposes you to any Buyer #Personal Information, then between you and Microsoft, that Personal Information is Microsoft's Confidential Information, and you will return to Microsoft or destroy that information immediately upon Microsoft's request. Confidential Information does not include information that is or becomes known to the receiving party without a breach of this Agreement or any other confidentiality obligation owed to a disclosing party. If you have any questions as to what comprises Microsoft's Confidential Information, you will consult with Microsoft. This section does not prohibit either party from responding to lawful requests from law enforcement authorities.
17. TERMINATION.
You may terminate the Agreement at any time by providing Microsoft sixty (60) days' advanced written notice to us. Microsoft reserves the right to terminate your access to or use of Buy with Microsoft Merchant Services at any time, without notice, for any reason whatsoever. Termination of access to or use of Buy with Microsoft Merchant Services or the termination of this Agreement terminates your right to continue to access or use Buy with Microsoft Merchant Services. Microsoft may continue to use any data collected in connection with your use of Buy with Microsoft Merchant Services prior to termination. Your Payment Processor may separately terminate your ability to use their Payment Processing Services, which may affect your use of Buy with Microsoft Merchant Services. Upon expiration or termination of this Agreement for any reason, you will no longer have access to Buy with Microsoft Merchant Services. You are responsible for fulfilling all open orders and any payment settlement associated with your account upon expiration or termination of this Agreement.
18. GOVERNING LAW; DISPUTE RESOLUTION; BINDING ARBITRATION AND CLASS ACTION WAIVER.
a) Governing Law. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods or any laws implementing such Convention in any jurisdiction where goods are sold, the application of which are expressly disclaimed. This Agreement and all performance hereunder is governed by and will be construed in accordance with the laws of the State of Washington (U.S.A.), without regard to the conflict of laws principles thereof that would require the application of the laws of another jurisdiction.
b) Dispute Resolution. The term "Dispute" is defined as broadly as possible, and includes any actual or threatened controversy, claim, or disagreement arising out of or relating to the Buy with Microsoft Merchant Services, the software related to Buy with Microsoft Merchant Services, Buy with Microsoft Merchant Services' price, or this Agreement, under any legal theory including contract, warranty, tort, statute, or regulation. Any Dispute between you and Microsoft shall be resolved exclusively as follows:
i. Upon discovery, identification, or assertion of a Dispute, you and Microsoft will attempt in good faith to informally resolve the Dispute for a period of no less than sixty (60 days. If Microsoft has a Dispute with you, we will contact you using the contact information you provide us at the time you accept this Agreement. If you have a Dispute with us, you must send a Notice of Dispute (available at http://go.microsoft.com/fwlink/?LinkId=245499) to us by email to sellersupport@microsoft.com.
ii. If any Dispute remains unresolved after this period, the Dispute shall be fully, finally, and exclusively resolved through binding arbitration on an individual basis administered by the American Arbitration Association ("AAA") before a single arbitrator appointed in accordance with the then-applicable AAA Commercial Arbitration Rules; however, this Agreement shall govern to the extent it conflicts with the AAA's Commercial Arbitration Rules. The arbitration shall take place in King County, Washington, or any other mutually agreeable location, and shall be subject to the provisions of the Federal Arbitration Act. Judgment on any award rendered by the arbitrator may be entered in any state or federal court having jurisdiction thereof. The arbitrator will have no authority to award punitive, exemplary, consequential, or other damages that are limited or excluded by this Agreement, except as may be required by statute. The arbitrator shall have the authority to award injunctive or declaratory relief as between the parties to the same extent a court would, and the arbitrator must follow the law and the terms of this Agreement as a court would. Each party shall bear own costs and expenses, including its attorneys' fees, incurred in connection with the Dispute, including in connection with any action to confirm and/or enforce any arbitration award in any judicial proceedings. Any failure or refusal of a party to pay its required share of the deposits for arbitrator compensation or administrative fees shall constitute a waiver by that party of the right to present evidence or cross-examine witnesses, and in such event, the other party shall be required only to present sufficient evidence and legal argument as the arbitrator may require for the making of an award.
iii. Notwithstanding the foregoing, you or we may bring suit—and both of us irrevocably consent to jurisdiction—exclusively in the state or federal courts located in King County, Washington (U.S.A.), but only for the limited purposes of a) enjoining infringement or other misuse of intellectual property rights, b) obtaining temporary, emergency, or preliminary injunctive relief in aid of arbitration, or c) resolving Disputes that cannot by controlling law be required to be arbitrated. You and we expressly disclaim and release any claim or argument relating to forum non conveniens and any right to institute or pursue Disputes in any other forum.
iv. Irrespective of the forum or venue for any resolution of Disputes between you and Microsoft, all such proceedings will be conducted only on an individual basis and not in any form of a class, consolidated, private attorney general, or representative proceeding. EACH PARTY HEREBY WAIVES ANY RIGHT TO ASSERT ANY CLAIMS AGAINST THE OTHER PARTY AS A REPRESENTATIVE OR MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY LAW OR DEEMED BY A COURT OF LAW TO BE AGAINST PUBLIC POLICY. FURTHER, EACH PARTY HEREBY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO RECEIVE A TRIAL BY JURY WITH RESPECT TO ANY CLAIMS OR DISPUTES ARISING OUT OF THIS AGREEMENT OR THE SUBJECT MATTER HEREOF.
c) Time Limitation. You and Microsoft must notify the other of any Dispute and begin the informal resolution period described above within one (1) year from when the Dispute first arises or from when the facts giving rise to the Dispute were known or could reasonably have been discovered. Otherwise, the Dispute is permanently barred. This limitation shall not, however, apply to any continuing infringement or other misuse of intellectual property rights.
19. MISCELLANEOUS
a) Prevention of fraud or illegal activities. We reserve the right to report to appropriate law enforcement officials or regulators any of your activity that we suspect is in violation of any Applicable Law. We may disclose any information that we consider necessary or appropriate to respond to governmental or regulatory requests, to protect Microsoft's systems, Buyers and other merchants, or to ensure the integrity and operation of Buy with Microsoft Merchant Services or Microsoft's systems. You agree to cooperate with us to prevent fraudulent or illegal transactions.
b) Notices. All notices that you provide to Microsoft under this Agreement must be sent to the following email alias: sellersupport@microsoft.com. You will identify an individual to serve as the primary Merchant contact under this Agreement. This primary Merchant contact will be the default administrator for this Agreement and will receive all notices.
c) Disclosure of contact information. Microsoft may disclose your contact information as necessary for Microsoft to administer this Agreement through its Affiliates and other parties that help Microsoft or its Affiliates administer this Agreement.
d) Assignment. Microsoft may assign this Agreement (or any rights or duties under it) at any time, with or without notice, in its sole discretion. You may not assign this Agreement or any rights or duties under it without the express written consent of Microsoft. Any assignment in violation of this Agreement is void.
e) Subcontractors. Microsoft may sublicense its rights under this Agreement to third parties or otherwise authorize third parties to assist Microsoft in performing its obligations or exercising its rights under this Agreement. Microsoft will, subject to the terms of this Agreement, be responsible for the performance of such third parties.
f) No Agency or Third-Party Beneficiaries. Nothing in this Agreement shall be deemed to create a partnership, joint venture or any agency relationship between the parties. No person or entity may be deemed a third-party beneficiary of this Agreement, except that Microsoft's respective Affiliates, subsidiaries, officers, agents and/or employees, shall each be deemed a third-party beneficiary with respect to any Merchant indemnity obligations provided herein.
g) Severability. If any provision of the Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.
h) English Language. The parties intend for this Agreement to be written and interpreted solely in English. Any notices required or provided under this Agreement will be in English. In the event of any conflict between the English version of this Agreement or any notices and a translation, the English version will prevail.
i) Limitation on Claims. To the maximum extent permitted by local law, any claim related to this Agreement or to Buy with Microsoft Merchant Services must be filed within one (1) year of the claimant first becoming aware of the claim. If it is not filed within that time, then the claim is permanently barred. This applies to you and your successors and to Microsoft and our successors and assigns.
j) No Waiver. A party's failure to enforce any rights under this Agreement will not be deemed a waiver of the same right on another occasion, or of the right to enforce any other right under this Agreement. Microsoft's decision to make Buy with Microsoft Merchant Services available to you will not be deemed a waiver of any rights Microsoft may have under this Agreement.
k) Survival. Sections of this Agreement that, by their terms, require performance after the termination or expiration of this Agreement will survive.
l) Not Exclusive. This Agreement is non-exclusive, and nothing in this Agreement restricts you or Microsoft from entering into other, similar agreements with other Merchants, or from acquiring, licensing, developing, manufacturing, or distributing similar or competing technologies, products and services.
m) Modifications. Microsoft may modify the Agreement from time to time in its sole discretion, as set forth below:
(1) Microsoft may update the Minimum Standards or Microsoft Policies by publishing the updated Minimum Standards or Microsoft Policies to the links provided above in Section 1. Each and every time you use or participate in the Buy with Microsoft Merchant Services (including each time you accept or process a Purchase Transaction), you represent that you have read, understood, and agree to the latest version of the Minimum Standards and Microsoft Policies, including any revisions thereto.
(2) Microsoft may update the Terms (this document) by posting an updated version to https://seller.ads.microsoft.com/campaign/seller/agreement/. Unless otherwise provided herein, or unless a different effective date is provided with any such modification, the modified Terms take effect fifteen (15) days after being posted. Microsoft will make reasonable efforts to provide you at least fifteen (15) days' advance notice before the modified Terms take effect, by sending an email to the email address associated with your account, or by displaying or linking to the updated Terms when you next access the seller portal. Notwithstanding the foregoing, however, Microsoft reserves the right to modify the Terms at any time with immediate effect for legal, regulatory, security, fraud and abuse prevention, or safety reasons, or to restrict activities Microsoft deems unsafe, inappropriate, or offensive. Your continued participation in or use of the Buy with Microsoft Merchant Services after the effective date of any modified Terms constitutes your acceptance of the modified Terms. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE AND REMEDY IS TO TERMINATE THE AGREEMENT AS PROVIDED HEREIN.
n) Remedies. Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
o) Entire Agreement. This Agreement (and any document referred to or incorporated into this Agreement) constitutes the entire agreement between you and us relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between you and us relating to that subject matter. 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.
—End of Terms—
Exhibit A
Allowed Product Categories
Animals & Pet Supplies: Pet Supplies
Arts & Entertainment: Hobbies & Creative Arts, Party & Celebration
Apparel & Accessories: Clothing, Clothing Accessories, Costumes & Accessories, Handbag & Wallet Accessories, Handbags, Wallets & Cases, Jewelry, Shoes, Shoe Accessories
Cameras & Optics: Camera &Optic Accessories, Cameras, Optics, Photography
Electronics: Mobile Phones, E-Book Readers, PDAs, Laptop Computers, Tablets Computers, Touch Table Computers, Desktop Computers, Electronics Accessories, Portable Game Consoles, Computer Monitors, Televisions, Satellite & Cable TV, Computer Components - Laptop parts, Audio Accessories, Audio Components, Audio Players & Recorders, Bullhorns, DJ & Specialty Audio, Circuit Boards & Components, Circuit Components, Communication Components, Computer Accessories, Computer Components, GPS Accessories, GPS Navigation Systems, GPS Trackers, Marine Electronics, Networking, Plug & Play TV Games, Videos Accessories, Video Game Console, Video Game Console Accessories), Wearable technologies
Furniture： Baby & Toddler Furniture, Beds & Accessories, Benches, Cabinets & Storage, Carts & Islands, Chairs, Chair Accessories, Entertainment Centers & TV Stands, Furniture Sets, Futon Pads, Futon Frames, Office Furniture, Office Furniture Accessories, Ottomans, Outdoor Furniture, Outdoor Furniture Accessories, Room Divider Accessories, Shelving, Shelving Accessories, Sofas, Sofa Accessories, Tables, Table Accessories)
Hardware: Electrical Supplies, Hardware Accessories, Key Blanks, Locks & Keys, Locks & Locksmithing, Shop Stools, Storage Tanks, Tool Accessories, Tools
Health & Beauty: Jewelry Cleaning & Care, Personal Care
Home & Garden: Bathroom Accessories, Business & Home Security, Décor, Emergency Preparedness, Fire & Gas Safety, Fireplaces, Fireplace & Wood Stove Accessories, Flood, Fire & Gas Safety, Home Security, Household Appliance, Household Appliance Accessories, Household Supplies, Kitchen & Dining, Lawn & Garden, Lighting, Lighting Accessories, Linens & Bedding, Parasols & Rain Umbrellas, Pool & Spa, Smoking Accessories, Umbrella Sleeves & Cases, Wood Stoves
Luggage & Bags: Backpacks, Briefcases, Business Bags, Cosmetic & Toiletry Bags, Diaper Bags, Dry Boxes, Duffel Bags, Fanny Packs, Garment Bags, Luggage Accessories, Messenger Bags, Shopping Totes, Suitcases, Train Cases
Office Supplies: Book Accessories, Desktop Pads & Blotters, Filing & Organization, General Office Supplies, General Supplies, Impulse Sealers, Lap Desks, Name Plates, Office & Chair Mats, Office Equipment, Office Instruments, Paper Handling, Presentation Supplies, Shipping Supplies
Sporting Goods: Athletics, Combat Sports, Dancing, Exercise & Fitness, Gymnastics, Indoor Games, Jumping, Outdoor Recreation, Racquet Sports, Team Sports, Water Sports, Winter Sports
Toys & Games: Game Timers, Games, Outdoor Play Equipment, Puzzles, Toys
Vehicles & Parts: Car Audio & Video, Motor Vehicle Care (Except Vehicle Fluids & Tire Care), Motor Vehicle Exterior (including Soft Tops, License Plates, Motor Vehicle Cargo Nets, Motor Vehicle Carrying Racks and Accessories, Motorcycle Fairings, Motorcycle Fenders, Motorcycle Handlebars & Grips, Motorcycle Seats, Spoilers, Sunroofs), Motor Vehicle Interior (Car Seats and Cushions), Motor Vehicle Monitoring, Motor Vehicle Parts (Motor Vehicle Lighting, Motor Vehicle Wheel Systems Tire & Accessories), Motor Vehicle Security & Locking Systems, Motorcycle Alarms & Locks, Motorcycle Accessories, Vehicle Maintenance, Care & Décor (Except Vehicle Fluids), Vehicle Safety & Security, Vehicle Storage & Cargo, Watercraft Parts & Accessories (Except Watercraft Fuel Systems) Accessories, Vehicle Maintenance, Care & Décor (Except Vehicle Fluids), Vehicle Safety & Security, Vehicle Storage & Cargo, Watercraft Parts & Accessories (Except Watercraft Fuel Systems)
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Disallowed Products |
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Any product not expressly listed in the above allowed product categories Any product in the allowed product categories that is: |
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Produced using any part of any endangered and threatened species |
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Recycled, renewed or used products |
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Fraudulent, misleading, deceptive or offensive |
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Designed to facilitate illegal activity or evade law enforcement (e.g., lock picking & theft devices) |
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Any product or service prohibited by our Payment Processor, as listed on https://stripe.com/restricted-businesses and updated from time to time. |
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Restricted Products |
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Medical devices and accessories |
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Upholstered furniture, bedding, & other quilted products |
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Disallowed Content. No Listing may include, without limitation content that Microsoft deems to be: |
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Content of questionable legality Offer or solicitation of dating, companionship or other relationship Defamatory, slanderous, libelous or threatening content |
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Hate speech |
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Online gaming |
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Peer to peer file sharing |
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Political and religious content |
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Sensitive advertising |
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Violence |
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Any other user-generated content unrelated to Product or terms of sale |
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Usenet Merchant's own website or websites of third parties Any external link or reference to any of the foregoing |
Exhibit B
Fee Schedule
$0 Fees for a limited period.
Microsoft may change the Fees it charges by providing you with 30 days' notice.