Contribution Agreement

Microsoft Visual Studio Gallery Services

  1. What This Agreement Covers.
  2. This is an agreement between you and Microsoft relating to the services identified above (“Services”). The following terms and conditions apply to any software or other materials you may upload or post to the Services (“Contributions”). By uploading or posting any Contributions to the Services, you accept the terms and conditions of this agreement. If you do not accept them, do not upload or submit Contributions to the Services.
  3. Use of Services. You may access and use the Services only in accordance with the terms and conditions of this agreement and the MSDN Terms of Use.
  4. Hosting of Contributions. The Services enable you to host your Contributions in Microsoft facilities. In connection with such hosting services, the following terms apply:
    1. License to Microsoft. By uploading or posting any Contributions to the Services, you license to Microsoft, under your intellectual property rights, any rights needed by Microsoft to enable the hosting of your Contributions on the Services in accordance with the terms and conditions of this agreement, including the right to use and reproduce your Contributions within Microsoft facilities for such hosting purposes and to allow others to access your Contributions through a Web browser or other Web-enabled products via Web APIs exposed by the hosting service.
    2. License to Others.
      • Certain areas of the Services require that you license your Contributions to others under specified license terms. If you submit Contributions to those areas, you agree to license them to others under the specified license terms. With respect to the Visual Studio Gallery, in particular, if you submit templates, those Contributions will be licensed to others under the License Agreement for Templates. PLEASE REVIEW THE LICENSE AGREEMENT FOR TEMPLATES CAREFULLY TO MAKE SURE THAT THESE ARE THE TERMS UNDER WHICH YOU WISH TO PROVIDE YOUR TEMPLATES TO OTHERS. Nothing in this Contribution Agreement or in the License Agreement for Templates prohibits you from distributing your templates separately from the Services under any other license of your choice.
      • Other areas of the Services allow you to license your Contributions to others under your own license. If you submit Contributions to these areas, you are free to license the Contributions to others under the license of your choice, including most proprietary or open source licenses. However, because of the incompatibility of the GPLv3 Licenses with other proprietary and open source licensing models, you may not submit any Contributions that are subject to or use any of these licenses. “GPLv3 Licenses” means the GNU General Public License version 3, the GNU Lesser General Public License version 3, and the GNU Affero General Public License version 3.
      • In all cases, Microsoft does not and will not accept any obligations set forth in any separate license or other agreement that may apply to the Contributions, or any portion thereof. You hereby agree to secure the necessary rights to ensure that the Contributions may be hosted by Microsoft on the Services without violating the rights of any third party or purporting to subject Microsoft or its intellectual property to any other obligations to you or any third party.
    3. Your Dealings with Others. By uploading or posting your Contributions to the Services, you understand and agree that your relationship with any third party who accesses or downloads them from the Services is directly with that third party and not with Microsoft.
    4. Responsibility for Contributions. You bear sole responsibility for the development, operation and maintenance of your Contributions.
  5. Proprietary Rights.
    1. Reservation of Rights; No Other License. Except for your limited use and access rights to the Services as set forth in this agreement, Microsoft reserves all other rights not expressly granted in this agreement. No additional rights (including implied licenses, rights or covenants) are granted by implication, estoppel or otherwise.
    2. No Claims of Ownership by Microsoft. Microsoft claims no ownership of, or control over, any Contributions you upload or post to the Services. It is solely your responsibility to protect any rights you may have in such items. You may remove any Contributions which you submit to the Services at any time and at your sole discretion. We will not pay you for your Contributions. We may refuse to publish them, and we may remove them from the Services at any time and for any reason.
    3. No Claims of Ownership by You. Except as expressly permitted under this agreement, you agree to claim no ownership of the Services.
    4. Rights to Contributions. You represent, and agree to ensure, that you have the necessary rights to any Community Material that you post or upload to the Services, and that such posting or uploading, and the exercise of any rights under the licenses referenced herein, do not infringe the intellectual property or other proprietary rights of any third party. You agree to obtain all necessary rights, and comply with all licenses or other terms, from the rightful owner of such Contributions that you do not own.
  6. Use of the Services. You agree that when posting or uploading your Contributions, you will not:
    • Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information.
    • Upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same.
    • Upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another's computer or property of another.
    • Falsify or delete any copyright management information, such as author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded
  7. Privacy. When you submit your Contributions, we may ask you for additional information about you. Just like the rest of these Services, we use and protect that information as described in the Privacy Statement
  8. Indemnification. You agree to indemnify, pay the defense costs of, and hold Microsoft and its successors, officers, directors and employees harmless from and against any and all claims, demands, costs, liabilities, judgments, losses, expenses and damages (including attorneys' fees) arising out of, in connection with, or related to: (a) your use of the Services in breach of this agreement or in violation of any applicable law or regulation, or (b) your Contributions, including without limitation any claim that such Contributions, or any part thereof, infringes, misappropriates, or otherwise violates any copyright, patent, trade secret, trademark, or other legal right of any third party.
  9. WE MAKE NO WARRANTY. WE PROVIDE THE SERVICES AND SUPPORT SERVICES (IF ANY) "AS IS," "WITH ALL FAULTS" AND "AS AVAILABLE," AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. MICROSOFT MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SERVICES OR SUPPORT SERVICES (IF ANY). EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, MICROSOFT DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES, EXPRESS, STATUTORY AND IMPLIED; INCLUDING WITHOUT LIMITATION: (A) REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT, (B) REPRESENTATIONS OR WARRANTIES ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (C) REPRESENTATIONS OR WARRANTIES THAT ACCESS TO OR USE OF THE SERVICES WILL FUNCTION AS DESCRIBED, WILL BE UNINTERRUPTED OR ERROR-FREE, SECURE OR THAT YOUR USE OF THE SERVICES WILL BE RELIABLE AND ACCURATE. NO ORAL OR WRITTEN STATEMENT MADE TO YOU IN THE CONTEXT OF PROVIDING THE SERVICES OR SUPPORT SERVICES (IF ANY) SHALL CREATE ANY WARRANTY THAT HAS BEEN EXPRESSLY DISCLAIMED IN THIS AGREEMENT.
  10. LIABILITY LIMITATION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MICROSOFT BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES, (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, USE, GOODWILL) ARISING OUT OF, BASED ON, OR RESULTING FROM THIS AGREEMENT OR YOUR USE OF THE SERVICES OR SUPPORT SERVICES (IF ANY), INCLUDING WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM: (A) USE OR INABILITY TO USE THE SERVICES OR SUPPORT SERVICES (IF ANY), (B) COST OF PROCUREMENT OF SUBSTITUTE GOODS, DATA, SOFTWARE OR SERVICES, (C) UNAUTHORIZED ACCESS TO OR USE OF, OR ANY ALTERATION, CORRUPTION, DELETION, DAMAGE OR LOSS OF, YOUR DATA, SOFTWARE OR SERVICES, (D) FAILURE TO PROVIDE ACCURATE INFORMATION, (E) VIRUSES OR OTHER DISABLING FEATURES THAT AFFECT YOUR ACCESS OR USE OF THE SERVICES OR THAT ARE TRANSFERRED TO YOU THROUGH THE SERVICES, (F) INCOMPATIBILITIES BETWEEN THE SERVICES AND OTHER SERVICES, SOFTWARE OR HARDWARE, AND (G) ANY THIRD PARTY CONDUCT, TRANSMISSIONS OR DATA. THIS LIMITATION APPLIES EVEN IF: (Y) THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES, OR FAILS OF ITS ESSENTIAL PURPOSE, AND (Z) MICROSOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MICROSOFT SHALL NOT BE RESPONSIBLE FOR ANY SECURITY INTERRUPTIONS, INCLUDING WITHOUT LIMITATION, POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS INCLUDING THOSE THAT AFFECT THE RECEIPT, ACCEPTANCE, PROCESSING, COMPLETION OR SETTLEMENT OF YOUR SYSTEMS. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THEY ALSO MAY NOT APPLY TO YOU BECAUSE YOUR PROVINCE OR COUNTRY MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES.
  11. Avoidance of Liability. Microsoft may in its sole discretion suspend or cancel the availability to you of all or any part of the Services, including without limitation if Microsoft determines in its sole discretion that doing so is reasonably necessary in order to avoid liability by Microsoft to any third party or governmental entity for the infringement of any right or the violation of any law. Without limiting the generality of the foregoing, Microsoft may suspend your use of the Services including the hosting of any Contributions if Microsoft determines that you have failed to adequately respond to third party claims that your use of the Services or your Contributions: (i) constitutes or promotes any form of intellectual property infringement, or (ii) makes available illegal content.
  12. Changes to the Contribution Agreement. As we get more feedback from users of the Services from contributors like you, we may incorporate such feedback into the Services. If that requires a change of this Contribution Agreement or if we change this Contribution Agreement for any other reason, then we will tell you at least thirty (30) days before the change takes place. If you do not agree to these changes, then you must cancel and stop using the Services (such as by removing your Contributions) before the change takes place. If you do not stop using the Services, then your use of the Services will continue under the changed Contribution Agreement.
  13. Respect Copyright. Please respect the rights of artists, creators and developers. Content such as music, photos, video, and artwork may be protected by copyright. People appearing in this content may have a right to control use of their image. You may not share other people's content unless you own the rights or have permission from the owner.
  14. Contracting Party, Choice of Law and Location for Resolving Disputes. The laws of the State of Washington, USA, govern the interpretation of this agreement and applies to claims for breach of it, regardless of conflict of laws principles. All other claims, including claims regarding consumer protection laws, unfair competition laws, and in tort, will be subject to the laws of your state of residence in the United States, or if you live outside the United States, the laws of the country to which we direct your service. You and we irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in King County, Washington, USA, for all disputes arising out of or relating to this agreement.
  15. Interpreting this Agreement. A court may hold that we cannot enforce a part of this agreement as written. If this happens, then you and we will replace that part with terms that most closely match the intent of the part that we cannot enforce. The rest of this agreement will not change. This agreement, including the MSDN Terms of Use incorporated by reference, is the entire agreement between you and us regarding your use of the Services. In the event of any conflict between this agreement and the MSDN Terms of Use, this agreement will govern. It supersedes any prior agreements or statements (whether oral or written) regarding your use of the Services.
April 2009