Microsoft Azure Certified for IoT Device Catalog Publisher Agreement

1

Microsoft Azure Certified for IoT Device Catalog Publisher Agreement

Last updated October 2016

Thank you for your interest in publishing in the Microsoft Azure Certified for IoT Device Catalog. This Microsoft Marketplace Publisher Agreement (“Agreement”) describes the relationship between you and Microsoft Corporation (“we” or “us”) and governs your publication of any Offering (as defined below) within the Microsoft Azure Certified for IoT Device Catalog.

By clicking to accept and/or by submitting an Offering to Microsoft for publication in the Azure Certified for IoT device catalog, you represent and warrant to us that you have the authority to accept this Agreement, and you agree to be bound by its terms.

SECTION 1 Definitions.

(a) “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.

(b) “Customer” means any Microsoft customer or end user who acquires, makes use of, or otherwise views an Offering published through the Marketplace.

(c) “Customer Data” means all data, including all text, sound, video, or image files, and software that are provided to you by, or on behalf of, Customers through their use of your Offerings.

(d) “Customer Information” means any information that you collect through the Azure Certified for IoT Device Catalog or that we provide to you, in our discretion, about Customers who have purchased or accessed your Offerings, including contact information or, with respect to your Offerings, purchase history or usage information.

(e) “Dev Center” means a web portal through which publishers may register to offer software and other products and services through various Microsoft marketplaces, located at http://dev.windows.com or at an alternate site that we identify.

(f) “Listing Information” means the information and images accompanying an Offering that identify the nature, volume, Terms of Use, and other features of the Offering, as specified by you in connection with your request to publish the Offering or otherwise.

(g) “Azure Certified for IoT Device Catalog Device Catalog” means a limited repository of links to Offerings published by various third-party. Customers may access the Azure Certified for IoT Device Catalog via a web-based management portal, Azure APIs, or other mechanisms made available by Microsoft.

Microsoft Azure Certified for IoT Device Catalog Publisher Agreement

2

(h) “Marketplace Participation Policies” means the business policies and requirements for publishing in the Marketplace, as set forth at https://iotcert.cloudapp.net/TnC/Program%20Agreement.pdf or at an alternate site that we identify.

(i) “Marketplace Publication Guidelines” means the documentation by which we provide technical instructions and baseline requirements to publishers to assist them in creating, testing, and publishing Offerings within the Marketplace, as set forth at https://iotcert.cloudapp.net/TnC/Program%20Agreement.pdf or at an alternate site that we identify.

(j) “Microsoft Azure” or “Azure” means Microsoft’s Azure-branded cloud services platform.

(k) “Microsoft Azure Certified Guidelines” means the guidelines for participation in the Microsoft Azure Certified program and use of certification marks, as set forth at https://iotcert.cloudapp.net/TnC/Program%20Agreement.pdf.

(l) “Microsoft Software Products” means certain Microsoft software products that Microsoft may authorize publishers to make available on Microsoft’s behalf within certain types of Offerings or Microsoft software products that interoperate with publisher's Offering. Terms governing publishers’ incorporation of Microsoft Software Products are set forth in Exhibit B.

(m) “Offering” means any software, data, media, or service published or proposed to be published in the Marketplace under this Agreement, and includes, without limitation, the Offering categories described in the Azure Certified for IoT Device Catalog Participation Policies. Additional terms applicable to specific categories of Offerings are set forth in Exhibit A.

(n) “Offering Contents” means all data, software, and services included within, installable by, or otherwise associated with an Offering. Offering Contents include, without limitation, all operating system and application software associated with an Offering, not including any Microsoft Software Products, irrespective of whether you are the owner of such software.

(o) “Privacy Statement” means a privacy statement that describes your practices regarding collection and use of Customer Data and Customer Information, as specified in the Listing Information associated with your Offering.

(p) “Publisher Account” means a publisher account for the Dev Center and/or Azure Certified for IoT Device Catalog, which includes a user name and password.

(q) “Publishing Portal” means the web portal available at http://publish.windowsazure.com, or at an alternate site that we identify, through which publishers may submit Offerings for approval and publication within the Azure Certified for IoT Device Catalog and access information and receive communications from Microsoft relating to the Azure Certified for IoT Device Catalog.

(r) “Terms of Use” means the legal terms under which you grant Customers the right to use or access your Offering, as well as all Offering Contents associated therewith, as specified in the Listing Information associated with your Offering.

All other capitalized terms that are not defined in this Section 1 shall have the meanings assigned in the text of this Agreement.

SECTION 2 Publisher Account.

Microsoft Azure Certified for IoT Device Catalog Publisher Agreement

3

To submit certain types of Offerings to the Azure Certified for IoT Device Catalog, we may require you to create a Publisher Account through the Dev Center of the Publishing Portal. We may verify information you submit when you set up your Publisher Account. You may be required to pay an Account Fee to create a Publisher Account or to submit your Offering for approval. We may use the contact information you provide in connection with your Publisher Account to send you newsletters and information regarding events, contests, promotions, and the like. Your Publisher Account is only for your use, and you are responsible for all activity that takes place within your Publisher Account. If you fail to keep your Publisher Account in good standing (for example, by failing to pay fees, if any, associated with the Publisher Account, providing incorrect or outdated information, engaging in dishonest or fraudulent activity, or repeatedly submitting Offerings that violate this Agreement, abuse the Marketplace service, or interfere with any other party’s use of the Azure Certified for IoT Device Catalog) we may revoke your Publisher Account, remove your Offerings from the Azure Certified for IoT Device Catalog, delete Offering ratings and reviews, retain associated Account Fees (if any), and pursue any other remedies available to us. SECTION 3 Submission, Approval, and Publication of Offerings.

(a) Submission Process. You must submit a request for each Offering that you wish to publish in the Azure Certified for IoT Device Catalog. We may approve or reject any proposed Offering in our sole discretion, and may condition our approval on your making modifications to the Offering or its Listing Information. You are responsible for ensuring that the Listing Information associated with your Offering is accurate and does not violate third parties’ intellectual property rights, including third-party rights in trademarks or icons. We may require you to provide us with one or more Offering prototypes or to subject an Offering to testing prior to our approving it for publication. Following our approval of an Offering, you may publish the Offering in the Azure Certified for IoT Device Catalog, subject to the terms and conditions of this Agreement, the Listing Information provided with your request, and your compliance with the Marketplace Participation Policies and Marketplace Publication Guidelines applicable to the Azure Certified for IoT Device Catalog. You may not publish any Offering in the Azure Certified for IoT Device Catalog unless we approve it in accordance with this Section 3(a).

(b) Publication Process. The Marketplace Publication Guidelines provide technical information about how different types of Offerings may be published in the Azure Certified for IoT Device Catalog. As between you and Microsoft, you are solely responsible for making your Offerings available to Customers.

(c) Presentation of Offerings. We reserve the right to determine the manner in which all Offerings, whether published by you or others, are presented and promoted in the Azure Certified for IoT Device Catalog . We may display your Listing Information in connection with your Offering, as well as other information designed to inform Customers that the Offering is provided by you, what content is included within the Offering, the life-cycle of any software in the Offering, support options with respect to the Offering, and how Customers can obtain and use the Offering with Azure.

(d) Terms for Publisher Marks. During the term of this Agreement you hereby grant us a non-exclusive, royalty-free, personal license to display your trademarks and logos (“Publisher Marks”), as provided to us through the Publishing Portal or otherwise, in connection with the marketing and promotion of your Offerings or the Azure Certified for IoT Device Catalog. You are the owner and/or authorized licensor of the Publisher Marks. As between the parties, all goodwill associated with the Publisher Marks shall inure to your benefit. We may reformat or resize Publisher Marks as necessary and without altering the overall appearance of the Publisher Marks. You may notify us at any time if you believe that we are misusing your Publisher Marks, and we will correct such

Microsoft Azure Certified for IoT Device Catalog Publisher Agreement

4

use within a reasonable time.

SECTION 4 Licensing of Offerings and Support.

(a) Licensing of Offerings. You are responsible for licensing or otherwise granting rights to your Offerings, including all Offering Contents associated therewith, to Customers. Such licenses and grants will be between you and Customers and will not create any obligations or responsibilities of any kind for Microsoft. With respect to the web-based management portal experience for the Azure Certified for IoT Device Catalog, use of your Offerings shall be conditioned upon a “click to agree” acceptance of your Terms of Use and Privacy Statement by Customers. Microsoft may also enable Customers to purchase and access Offerings through Marketplace APIs. You acknowledge that Microsoft grants no rights or license to your Offerings through the operation of the Azure Certified for IoT Device Catalog or through enabling you to provide your Offerings through the Azure Certified for IoT Device Catalog.

(b) Support. You are responsible for supporting your Offerings. You will ensure that any support options described in your Listing Information remain available to Customers for as long as the relevant Offering is available in the Azure Certified for IoT Device Catalog or is otherwise provided to Customers during any Wind-Down Period. For each Offering that you publish in the Azure Certified for IoT Device Catalog, you must make support available to Customers, either as included with the Offering, if any, or as a support offering that may be separately purchased either through or outside of the Azure Certified for IoT Device Catalog. You must provide commercially reasonable support to Customers for inquiries related to deployment of Offerings via the Azure Certified for IoT Device Catalog. You must make technical and billing support contacts available to Microsoft via e-mail and telephone for notification in the event that there are any billing issues that require your response or technical problems with any Offering. If a Customer contacts You regarding a problem that requires your support, you must respond promptly and provide a resolution within a commercially reasonable period of time. You agree to work with us to identify or isolate root cause issues and fixes in necessary scenarios. Our sole obligation with respect to customer service for any Offering is to make your customer service contact information reasonably available to Customers. We reserve the right to require Customers to purchase Azure support plans before we will provide any support to Customers related to the Azure services, including root cause analysis. You will ensure that the contact information you provide in the Publishing Portal and in the Listing Information associated with each Offering remains accurate and current.

SECTION 5 Privacy.

(a) Use of Customer Information and Customer Data. You may use Customer Data only to provide your Offering. You may use Customer Information to provide your Offering, to contact Customers to the extent permitted in Section 5(c), to prevent fraud, to provide support, or to perform statistical analysis. You may not use Customer Data or Customer Information for any other purposes unless you obtain permission from Customers for such other purposes in your Privacy Statement or otherwise.

(b) Privacy Statement. Your Privacy Statement must (i) comply with applicable laws and regulations; (ii) inform Customers about any Customer Data or Customer Information that you collect and how that information is used, stored, secured, and disclosed; and (iii) describe the controls that Customers have over the use and sharing of their Customer Data and Customer Information and how they may access their data and information. Microsoft’s privacy policies apply solely to Customers’ use of Azure services and will not apply to Customers’ use of any third-party Offering. If a Service Offering (as defined in the Participation Policies) is hosted, or if an Offering includes

Microsoft Azure Certified for IoT Device Catalog Publisher Agreement

5

hosted components, you must indicate all countries in which the service may be hosted and where any Customer Data may be stored. This information must be made available in your Privacy Statement and your Listing Information to enable Customers to determine how to comply with applicable laws, regulations, or policies governing the use and transfer of their data.

(c) Communications with Customers. You may use Customer Information to contact Customers for Transactional Purposes only. You may not contact any Customer for Promotional Purposes unless the Customer has provided affirmative, opt-in consent to receive such communications from you or unless as otherwise instructed by Microsoft iotcert@microsoft.com We may disclose your contact information as necessary for us to administer this Agreement through our Affiliates and other parties that help us administer this Agreement.

(d) Reservation of Rights. Except as expressly provided, nothing in this Agreement transfers, conveys, or grants any right, title, or interest in any software or other materials exchanged by the parties. Each party reserves all rights not expressly granted.

(e) No Exclusivity. Each party acknowledges and agrees that the rights granted to and obligations due to the other party in this Agreement are intended to be non-exclusive and therefore that nothing in this Agreement will be deemed or construed to prohibit either party from engaging in or participating itself or with one or more third parties in business arrangements similar to or competitive with those described herein.

(f) Jurisdiction and Governing Law. This Agreement will be governed by the laws of the State of Washington, excluding its conflicts of laws, of the United States of America. All claims brought relating to this Agreement will be brought exclusively in the federal courts in King County, Washington, unless no federal subject matter jurisdiction exists, in which case the parties consent to exclusive jurisdiction and venue in the Washington State courts in King County, Washington. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply.

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

(h) Responding to Claims. If we receive a claim from a third party requesting that your Offering be changed or removed, we may refer that claim to you. You must comply with the notice as soon as reasonably practicable, together with any other requirements in Microsoft's Notice and Takedown policies at https://www.microsoft.com/info/cpyrtInfrg.aspx. If you discover that your Offering violates the terms of this Agreement, you must immediately notify us and work with us to cure the violation.

(i) Waiver. Either party’s delay or failure to exercise any right or remedy will not result in a waiver of that or any other right or remedy.

(j) Severability. If any court of competent jurisdiction determines that any provision of this Agreement is illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect.

(k) Assignment. Neither party may assign this Agreement (or any rights or duties under it) without the other party’s prior written consent, provided that either party may assign this Agreement without the other party’s consent (i) to an Affiliate or (ii) in connection with a merger, acquisition, or sale of all or substantially all of its assets. Either party who assigns this Agreement as permitted

Microsoft Azure Certified for IoT Device Catalog Publisher Agreement

6

in this Section 12(j) shall provide the other party with prompt notice of such assignment. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

(l) Subcontractors. We may sublicense our rights under this Agreement to third parties or otherwise authorize third parties to assist us in performing our obligations or exercising our rights under this Agreement. We will, subject to the terms of this Agreement, be responsible for the performance of such third parties.

(m) 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 of the same, the English version will prevail.

(n) Force Majeure. Neither party will be liable for failure to perform any obligation under this Agreement to the extent such failure is caused by a force majeure event, including acts of God, natural disasters, war, civil disturbance, action by governmental entity, strike, or other causes beyond the reasonable control of the party seeking recourse under this Section 12(m). The party affected by the force majeure event will provide notice to the other party within a commercially reasonable time and will use reasonable efforts to resume performance. Obligations not performed due to a force majeure event will be performed as soon as reasonably possible when the force majeure event ends. Lack of funds will not constitute an event of force majeure.

(o) Relationship of Parties. Neither this Agreement, nor any terms and conditions contained herein, create a partnership, joint venture, employment relationship, or franchise relationship.

(p) Updates. We may update this Agreement from time to time. If we update this Agreement, we will indicate the last date on which the Agreement was modified at the top of the Agreement and provide you with 30 days’ notice prior to the effective date of the updated version of the Agreement. By continuing to make Offerings available in the Device Catalogafter such notice period, you agree to be bound by the terms and conditions contained in the updated Agreement. The foregoing notice period will not apply to updates to the Marketplace Publication Guidelines, the Microsoft Azure Certified Guidelines, or the Marketplace Participation Policies, which we may update at any time. In the event of a conflict between the terms of this document and the terms of the Marketplace Publication Guidelines, the Microsoft Azure Certified Guidelines, or the Marketplace Participation Policies, this document will control.

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

Microsoft Azure Certified for IoT Device Catalog Publisher Agreement

7

EXHIBIT A Terms Applicable to Specific Categories of Offerings

SECTION 1 Virtual Machine Images (“Images”).

(a) Base Images. If you base any Image Offering on another Microsoft or other publisher Image available in the Marketplace (a “Base Image”), you are responsible for obtaining any necessary permissions from the owner and/or publisher of the Base Image prior to publishing your Image Offering.

(b) User Fees and Publisher Net Revenue.

(i) New Virtual Machine Sizes. For Image Offerings, you will be directed to designate User Fees based on virtual machine sizes available in Azure at the time of your publication request. Following publication of your Image Offering, in the event that we plan to offer a new virtual machine size (based on the number of cores), we will notify you and provide you with at least thirty (30) days to designate User Fees for the new virtual machine size. Failure to designate pricing within such time will constitute your designation of User Fees for the new virtual machine size equal to the highest rate then in effect for your Image Offering in the same currency.

(ii) Metering. We will meter Customers’ use of virtual machines deployed from your Image in Azure by inserting, or enabling you to insert, one or more Billing Tags into your Image. A “Billing Tag” is a digital tag inserted within a designated byte offset in an Image that enables Azure to meter usage of virtual machines deployed from the Image. You may not insert Billing Tags into any Image or remove Billing Tags from any Base Image except as authorized or instructed by us. You may not insert Billing Tags that you receive from us into Images that you make available through other channels outside of the Marketplace.

(iii) Limitations. We are not able to meter, and are not responsible for collecting User Fees associated with, Customers’ use of Images that were not properly embedded with, or that otherwise cease to contain, appropriate Billing Tags. In addition, the Marketplace does not currently support the ability to charge User Fees in connection with Customers’ use of data disks associated with Image Offerings. We are not able to meter, and are not responsible for collecting User Fees associated with, Customers’ use of Images outside of Azure. Should you wish to restrict Customers’ use of your Images outside of Azure, you are responsible for including appropriate restrictions in your Terms of Use.

(iv) Excluded Use. We may deploy your Image Offerings within a Microsoft-owned Azure subscription for a limited time for onboarding, testing, troubleshooting, support, demonstration, or other similar purposes. You agree that any such use of your Image Offerings by us in this manner (A) does not create a customer relationship between you; (B) does not constitute our acceptance of your Terms of Use or Privacy Statement; and (C) shall not incur User Fees.

SECTION 2 VM Extensions.

Any software or other data installed by your VM Extension, even if retrieved from an external location, is considered Offering Contents for purposes of this Agreement. You will be responsible, and must provide

Microsoft Azure Certified for IoT Device Catalog Publisher Agreement

8

support to Customers, for any VM Extension handlers associated with your VM Extension Offerings.

SECTION 3 Services.

For certain types of Service Offerings, as described in the Marketplace Publisher Participation Policies, if your Service Offering includes usage-based billing User Fees, you are responsible for metering Customers’ use of your Service Offering and reporting such usage to us on a periodic basis not to exceed 24 hours. We will provide you with one or more manual or automated mechanisms to report such usage information to us. We reserve the right not to collect User Fees for any usage information provided more than 24 hours after the close of any billing cycle. You are also responsible for notifying us and requesting correction of any erroneous usage information previously submitted. If you notify us that usage information you previously submitted was incorrect, we will attempt to correct over-billing errors at any time, where feasible, but we will not correct under-billing errors for Customers whose billing cycles have already closed. We reserve the right to suspend your Service Offering if (i) you repeatedly fail to submit usage information on a timely basis; or (ii) you repeatedly submit erroneous usage information or request billing corrections.

SECTION 4 Web Applications.

We may enable Customers to download and use Web Applications in their on-premises or hybrid cloud environments. You agree that Customers’ acceptance of your Terms of Use for a Web Application Offering will entitle them to use such Web Application both in Azure and on their premises.

SECTION 5 ARM Templates.

If you publish an ARM Template that references another publisher’s Offering (a “Third-Party Offering”), you may not represent yourself as the publisher of the Third-Party Offering. You also acknowledge and agree that other publishers may reference your Offerings in their ARM Templates in a manner consistent with this Agreement. Notwithstanding any inclusion of your Offering in another publisher’s ARM Template, you will remain the publisher of your Offering for all Customer deployments of the ARM Template, your Terms of Use and Privacy Statement will continue to govern your relationship with such Customers, and such other publisher will not be entitled to any of the Publisher Net Receipts attributable to Customers’ use of your Offering.

SECTION 6 Offerings for use in Customers' on-premises environment

If you choose to make an Offering available for use in a non-virtual machine setting, we may enable Customers to download and use such Offerings in their on-premises environments. You agree that Customers’ acceptance of your Terms of Use for such Offerings will entitle them to use such Offering in their on-premises environments. You acknowledge that you, not Microsoft, are the distributor of such Offering.

SECTION 7 Azure Passes

The first twenty-five publishers of an Offering on the Azure Certified for IoT Device Catalog will be eligible to receive an Azure Pass Offering #4 of a $250 value. This Pass will be valid for 12 months. Microsoft will require some data reporting through a separate form sent to you.

Microsoft Azure Certified for IoT Device Catalog Publisher Agreement

9

EXHIBIT B Inclusion of Microsoft Software Products

In some cases, Microsoft provides publishers with the ability to publish Image Offerings that include one or more of the Microsoft software products set forth in the Marketplace Participation Policies (“Microsoft Software Products”). If we approve your request to publish an Image Offering that includes one or more Microsoft Software Products, we grant you the right to include copies of the Microsoft Software Products in your Image subject to the following terms.

SECTION 1 Image Creation.

(a) Base Image. You must create your Image using a Microsoft-published Base Image from the Marketplace that consists of the same Microsoft Software Products that you have been authorized to include in your Image Offering. You may not publish an Image that includes copies of Microsoft Software Products that you obtained elsewhere, whether from Microsoft or from a reseller. You may not download a Base Image and run copies of any Microsoft Software Products therein outside of Azure for the purpose of creating your Image unless you have valid pre-existing licenses that permit such on-premises use.

(b) No Modification. You must include complete copies of the Microsoft Software Products in your Image. You may configure the Microsoft Software Products solely as necessary to work with your Offering Contents. You may not modify the Microsoft Software Products in any other way, including reverse engineering, decompiling, or disassembling the Microsoft Software Products, or tampering with any license or activation features in the Microsoft Software Products. You must maintain and not alter, obscure, or remove any copyright or other protective notices, identification, branding, or legends or license terms contained in the Microsoft Software Products. Except as expressly provided, this Agreement does not grant you any right, title, or interest in or to any of Microsoft’s names, logos, or trademarks.

(c) Excluded Licenses. You may not take any action that would cause any Microsoft Software Product, or any other Microsoft product, service, or documentation to be governed, in whole or in part, by an Excluded License. “Excluded License” means any license that requires, as a condition of the use, modification, or distribution of software subject to such license, that such software or other software combined or distributed with such software be: (i) disclosed or distributed in source code form; (ii) licensed for the purpose of making derivative works; or (iii) redistributed at no charge. Without limiting the generality of the foregoing, any version of the GNU General Public License (“GPL”), Lesser/Library GPL, or Affero GPL will be considered an Excluded License.

SECTION 2 Distribution and Licensing.

(a) Appointment. You may make the Microsoft Software Products included within your approved Image available to Customers through the Marketplace on our behalf. You may not make the Microsoft Software Products available through any other channels.

(b) Licensing of Microsoft Software Products. Microsoft alone shall be the licensor of any Microsoft Software Products included within your Image, and any use by Customers of such Microsoft Software Products shall be governed by Microsoft’s license terms. Nothing in this Agreement grants you the right to license or sublicense any Microsoft Software Products to Customers or any other third parties. The Terms of Use associated with your Image must make clear that (i) the rights you grant to Customers extend only to your Offering Contents within the Image and not to any Microsoft Software Products within the Image; (ii) Microsoft is the licensor of any Microsoft

Microsoft Azure Certified for IoT Device Catalog Publisher Agreement

10

Software Products within the Image; and (iii) the Customer’s use of any Microsoft Software Products within the Image shall be governed by Microsoft’s license terms.

SECTION 3 Notice of Recall.

We may issue a notice of recall of a Microsoft Software Product at any time in our sole discretion for reasons such as, but not limited to, a serious security vulnerability in the Microsoft Software Product. If you receive a notice of recall, you agree to remove any Image Offerings that include the impacted Microsoft Software Product from the Marketplace within ten (10) business days. Following the notice of recall, we may, but will have no obligation to, make a replacement Microsoft Software Product available to you in place of the recalled Microsoft Software Product.

SECTION 4 Termination.

Upon termination of this Agreement or removal of your Image Offering from the Marketplace, your rights under this Exhibit B will automatically terminate and you must destroy all copies of Microsoft Software Products obtained under this Exhibit B.

SECTION 5 Additional Disclaimer of Warranties.

ALL MICROSOFT SOFTWARE PRODUCTS ARE PROVIDED “AS IS” AND WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. YOU ASSUME ALL RISK AS TO YOUR USE OF THE MICROSOFT SOFTWARE PRODUCTS, INTEROPERABILITY BETWEEN YOUR OFFERING CONTENTS AND THE MICROSOFT SOFTWARE PRODUCTS, YOUR OFFERING OF IMAGES THAT INCLUDE MICROSOFT SOFTWARE PRODUCTS, AND CUSTOMERS’ USE OF YOUR IMAGES THAT INCLUDE MICROSOFT SOFTWARE PRODUCTS.

SECTION 6 Miscellaneous.

(a) Support. Microsoft has no obligation under this Agreement to provide technical support to you regarding any Microsoft Software Products or creation of Images that include Microsoft Software Products or to Customers regarding use of any Microsoft Software Products within your Offering.

(b) Export Restrictions. You acknowledge that the Microsoft Software Products are of U.S. origin and subject to U.S. export jurisdiction. You agree to comply with all applicable international and national laws that apply to the Microsoft Software Products, including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by U.S. and other governments. For additional information, see http://www.microsoft.com/exporting.

Microsoft Azure Certified for IoT Device Catalog Publisher Agreement

11

EXHIBIT C Availability of Offerings in Indirect Channels

(a) Microsoft Resellers. If Customers in Indirect Channels use your Paid Offerings, your sale of the Paid Offerings will be to the applicable Microsoft Resellers and not directly to the Customers. We will bill the Microsoft Resellers, as your agent or commissionaire, for their Customers’ use of your Paid Offerings according to the User Fees you have established for the Offerings. Microsoft Resellers will be responsible for setting the prices at which they resell your Paid Offerings to their Customers (or to other Microsoft Resellers) and for collecting such amounts from their Customers (or Microsoft Resellers). The prices at which Microsoft Resellers resell your Paid Offerings will not affect the User Fees that are charged to Microsoft Resellers for their Customers’ use of your Offerings, and Microsoft Resellers will not be entitled to collect any Marketplace Service Fee in connection with their resale of your Offerings. Microsoft Resellers, however, will be entitled to retain any markup of your Paid Offerings as compensation for making your Offerings available in Indirect Channels.

(b) Consent to Resell. By publishing an Offering in the Marketplace, you consent to having your Offering resold by Microsoft Resellers to Customers (or to other Microsoft Resellers) in any associated Indirect Channels at resale prices established by such Microsoft Resellers in their discretion. If you do not wish to allow an Offering to be resold by Microsoft Resellers in a particular country, you may make your Offering unavailable for purchase in such country. Removal of an Offering in any country will apply to both Indirect Channel sales and sales directly to Customers.

(c) Discounts and Marketplace Service Fee. We will continue to collect a Marketplace Service Fee of 20% of Publisher Net Receipts received from Microsoft Resellers. As a limited exception to the foregoing, to encourage Microsoft Resellers to market and sell your Offerings, we may provide you with the option of discounting the User Fees charged to Microsoft Resellers in certain Indirect Channels in exchange for a reduction in our Marketplace Service Fee. For example, in the Publishing Portal, we may provide you with the option of applying a 20% discount to your User Fees charged to Microsoft Resellers in exchange for a 100% reduction to (or removal of) our Marketplace Service Fee. In this example, if you published a paid Image Offering with non-discounted hourly User Fees of $1.00, we would (i) charge direct Customers $1.00 in User Fees for their use of your Image Offering, retain $0.20 as a Marketplace Service Fee (i.e., 20%), and remit $0.80 in Publisher Net Revenue; and (ii) charge Microsoft Resellers in certain Indirect Channels $0.80 in discounted User Fees for their Customers’ use of your Image Offering, retain $0.00 as a Marketplace Service Fee (i.e., 0%), and remit $0.80 in Publisher Net Revenue, in each case assuming that all amounts charged were collected from Customers and Microsoft Resellers, as applicable.

(d) Licensing of Offerings. Notwithstanding the lack of direct sale between you and Customers in Indirect Channels, your Terms of Use and Privacy Statement shall be solely between you and such Customers, and all terms applicable to Customers in this Agreement shall pertain to Customers in Indirect Channels.