Proposal Submission Addendum to the Minecraft Marketplace Creator Agreement

This Proposal Submission Addendum (“Addendum”) to the Minecraft Marketplace Creator Agreement (“Agreement”) is by and between Microsoft Corporation, a company with its principal place of business at One Microsoft Way, Redmond, WA 98052, USA (“Microsoft” or “we”), and you (“you” or “Creator”). The Addendum will be effective upon your acceptance (“Addendum Effective Date”).

The Addendum consists of

• the following terms and conditions below,
• the Agreement, which is incorporated by reference, and
• the NDA.

If you are an individual agreeing to this Addendum on behalf of a company, entity or organization, then you, as an individual, represent you have the legal authority to bind your company, entity or organization as Creator to this Addendum. You and Microsoft are each a “Party” and collectively are the “Parties” to this Agreement. All terms not defined in this Addendum are defined in the Agreement.

By clicking the “I Accept” button and submitting your response, by submitting Proposals, or by otherwise participating in activities related to Minecraft Projects, Creator hereby agrees to this Addendum. We reserve the right to update or modify the Addendum by posting the notice of an update on Creator Sites; material changes to this Agreement will be effective upon the earlier of (a) your first use of the Creator Sites after such change, or (b) thirty (30) days from posting of such notice. Your continued use of the Creator Sites following any such change constitutes your agreement to be bound by the modified Addendum.  If you decline either, you must decline by taking down your Proposal, not submit new Proposals, and cease using the Creator Sites.

Section 1                 Purpose

This Addendum sets forth the additional terms and conditions that apply to your submission of concepts, ideas, and proposals to Microsoft (“Proposal”) in exchange for the opportunity to participate in early previews, early discussions, or early development of a Minecraft product, service or experience (“Minecraft Project”).

Section 2                 Definitions

Capitalized terms used but not defined have the meanings given in the Agreement

Section 3                 Confidentiality. All confidentiality obligations in in the Agreement or any non-disclosure agreements between the parties will apply to Proposals and Minecraft Experiences.

Section 4                 Proposals. Unless and until the parties execute a development contract, each party acknowledges that there is no formal agreement to support the development of the Minecraft Project. Neither party is under any obligation to the other in relation to the Proposal. For example, it means that if you spend money working on the project described in the Proposal, then you don’t expect Microsoft to reimburse you, and it means that if Microsoft asks you to do something, you can refuse to do it and walk away from the Proposal without consequences.

Section 5                 Similar concepts and ideas. You acknowledge Microsoft may independently develop concept and ideas, and receive Proposals from third parties, that are similar to your Proposal or contain similar elements. Microsoft reserves all rights to make derivatives based on its intellectual property (for example, if your Proposal includes different versions of our Minecraft Steve such as a knight Steve, we nevertheless reserve and retain all rights to make a knight Minecraft Steve). To the extent you have concerns about a similar concept or idea, you agree to confidentially, and in good faith, notify Microsoft and resolve such matters.

Section 6                 Miscellaneous

(a)                Notice. All notices under this Addendum will be: (i) in writing, (ii) in English (unless otherwise required by Law), (iii) deemed given when received; (iv) sent by delivery service, messenger, or registered or certified mail (postage prepaid, return receipt requested); and (v) addressed, with required copies, as provided in the “Address and contact details” table on the first page, or to such other address or contact as a party may designate by notice. Communications in the ordinary course of business (which exclude notices related to payment, insurance, indemnity, or alleged breach) may be sent by email and each party’s counsel need not be copied.

(b)                Counterparts. The parties may execute this Addendum in any number of counterparts. Each counterpart will be deemed an original and all counterparts will constitute one addendum binding on both parties. Facsimile and electronic signatures will be binding for all purposes.

(c)                 Entire agreement. This Addendum is the entire agreement between the parties regarding its subject matter. It replaces all prior agreements, communications, and representations between the parties regarding its subject matter.

(d)                No further amendment. Except as modified by this Addendum, the Agreement remains unmodified and in full force and effect.

(e)                Construction. Neither party has entered this Addendum in reliance on any promise, representation, or warranty not contained herein. This Addendum will be interpreted according to its plain meaning without presuming that it should favor either party.