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Reseller will not be liable to Tech Data in connection withMicrosoft s disablement of a Customer s Subscription.dd) If a Subscription is cancelled by Microsoft before itsterm expires and during Reseller s billing cycle, (i) TechData/Microsoft will provide a prorated credit for the un-usedpre-paid portion of the cancelled Subscription in theReseller s subsequent invoice, provided that suchcancellation is not due to any violation of the terms of thisAgreement or Customer s Customer Agreement withMicrosoft and (ii) Microsoft/Tech Data will not invoiceReseller for any future schedule billings for thatSubscription.6. OLS SUBSCRIPTION OFFER TERMS ANDOBLIGATIONSA) Reseller may cause OLS Subscriptions to be sold for alength as determined by Microsoft/Tech Data, provided,however, that (i) certain OLS Subscriptions will be sold byMicrosoft/Tech Data for a fixed term, as set forth below, and(ii) Reseller s election to cause OLS Subscriptions to besold for a period longer than the fixed term set forth belowwill not alter or enlarge Reseller s obligations under theseTerms.B) Fixed Term OLS Subscriptionaa) Products sold under fixed term OLS Subscriptions aresold for a term of 12 months, unless provided otherwise inthe Guide or Product Specific terms. Reseller may chooseto be billed or pay fixed term OLS Subscriptions on amonthly or annual basis.(i) If billed monthly, new OLS Subscription will expire 12 fullcalendar months after the date on which Resellerpurchases the OLS Subscription. For those new OLSSubscriptions billed monthly, Reseller will be billed inadvanced for each month at Reseller s scheduled invoicedate, based on the applicable monthly invoice.bb) The unit price for the Online Service will not changeduring the terms of the OLS Subscription.cc) Any subsequent adjustments to the OLS Subscriptions(e.g., adding seats) made mid billing cycle will be calculatedand post-billed at the subsequent invoice.dd) Fixed term OLS Subscriptions may automatically renewfor 12 months at the end of a subscription term. Resellermay opt a Customer out of automatic renewal by updatingthe OLS Subscription through the Partner Portal either inadvance of the next scheduled invoice or in accordancewith the return policy for new subscriptions. Pricing for arenewal term will Tech Data s pricing in effect of thecommencement of the renewal term.C) Consumption Subscriptions (“Pay-As-You-Go”)aa) Consumption Subscriptions do not expire unlesscancelled. Consumption Subscriptions can be cancelled atany time and any usage before cancellation will be billed inthe next scheduled invoice date.bb) Consumption Subscriptions will be billed at Reseller snext billing cycle and will include all usage from the priormonth. Pricing will be based on the pricing effective duringthe current billing cycle except when the prices decrease orincrease. The unit price for an Online Service sold on aconsumption basis may change during the subscriptionperiod.D) Service Level Agreement Creditsaa)Microsoft makes certain service level commitments toCustomer in the SLA. If a Customer makes a claim on SLA,Reseller must promptly escalate the claim to TechData/Microsoft for review. Microsoft will review the claimaccording to the standard SLA review process.If applicable, Tech Data will then credit the Reseller thatsubmitted the SLA claim the amount Microsoft has paidTech Data for the SLA credit. Customer is eligible forcredits not to exceed the total monthly Subscriptionestimated retail price. Microsoft/Tech Data reserves theright to audit outages on a per Subscription or perSubscription or per service basis at any time.bb) Nothing in this section will be deemed to precludeReseller from proactively providing credits to Customer whomakes a claim on the SLA prior to submitting a claim toTech Data; provided, however, that the claim will remainsubject to validation by Microsoft according to the standardSLA review process and, in the event the claim isdetermined by Microsoft to be invalid, Tech Data will not beobligated to reimburse Reseller for such credits andReseller will be solely liable for any credits in advanced toCustomers.7. SOFTWARE OFFER TERMS AND OBLIGATIONSA) Software Subscriptions RenewalCertain Software Subscriptions may not automaticallyrenew at the end of the term. Reseller will be responsiblefor informing Customers about whether purchased SoftwareSubscription will require manual renewal or repurchase atthe end of its term. Pricing for a renewal term will beMicrosoft s price in the price list in effect as of thecommencement of the renewal term.B) Proof of LicenseMicrosoft may issue license confirmations to customers orprovide them with access to a secure website withCustomer licensing information. Reseller will only deliver orfacilitate the delivery of license confirmation to Customerswho are entitled to receive them under a CustomerAgreement. Reseller will not change any writtenconfirmation of a license that Microsoft provides to aCustomer.C) Installation of SoftwareReseller must use all reasonable measures to ensure thatCustomer use only original Software. Customer sinstallation of certain Software may require the Customer tohave qualifying base license on the Customer s hardwareunit. The applicable requirements are set forth in theProduct specific terms incorporated into the CustomerAgreement. In the case of installing Software onCustomer s behalf, Reseller s must take commerciallyreasonable efforts to confirm that the Customer hasproperly obtained the prerequisite Software. Reseller mustretain all records related to the installation of Software, and,

upon request, will provide such records to Microsoft/TechData for verification. Any falsification of such Customerinformation provided to Microsoft will constitute grounds forimmediate termination of the Reseller s participation in thedistribution of Products.D) Sufficient Number of LicensesReseller must insure that its Customers acquire fromReseller or Microsoft sufficient numbers of Microsoftlicenses for software, client access licenses, terminalservice licenses, or subscription agreements for OnlineServices or any other appropriate services to match: (i) thequantities of the Software or Professional Services providedto the Customer; and (ii) the maximum number of usersand/or devices that may access or use the Software orProfessional Services under the Customer Agreement.Reseller will promptly notify Tech Data/Microsoft of anyknown or suspected failure by a Customer to possesssufficient numbers of Microsoft licenses.8. OPERATIONAL AND TECHNICAL SUPPORTA) Tech Data Support ObligationsTech Data will provide Basic Support services to theReseller and may provide additional services according tothe framework set forth in the Tech Data Program Guide.B) Reseller Support Obligationsaa) Reseller is solely responsible to provide supportservices to Customers for all Products it resells to theextent as required by Customer up to a continuous basis(24 hours per day, 365 days per year).bb) Reseller will be point of contact for all operational ortechnical support issues or questions related to the Product,including those directly related to the procurement, licensekey access/activation and product media/download orfulfillment of Products deemed to be Software Subscriptionoffers.cc) Reseller is responsible for informing Customer ofResellers support processes and must endeavor todiagnose and resolve issue to the best of ability.dd) Microsoft may require Reseller to maintain certainsupport performance levels, including with regard of tocustomer satisfaction, support volume directed fromCustomers to Tech Data, and invalid support escalationsfrom Reseller to Tech Data and then to Microsoft. IfMicrosoft determines that Company is unable to meet theseperformance level, upon request by Microsoft, Reseller willmeet with Tech Data to discuss a remediation plan. IfMicrosoft determines that remediation is necessary,Reseller will provide a report to Tech Data of Reseller ssupport capabilities and will perform any necessaryadditional action/training of its personnel to support theremediation plan.Reseller agrees that Reseller s relevant support personnelwill: (i) complete help desk training before the launch of theProducts in the Territory, and (ii) stay current on the latesthelp desk training. Reseller may not publish, disclose oruse Microsoft s contact information in a way that directsCustomer to Microsoft.D) Support Metrics ReportReseller will store case information in an incidentmanagement system that will enable Reseller to generatemonthly reports. Reseller, Tech Data and Microsoftmutually agree to share information for the continuedoptimization of the Products unless restricted by Law orunless otherwise previously agreed upon by the parties.Tech Data, Reseller and Microsoft agree to treat theinformation reported under this section as ConfidentialInformation; provided that Microsoft may disclose the datain an aggregated format to its other resellers to showsupport trends.E) Administrative Accessaa) Administrative Access Credentials are the property ofthe Customer. Reseller must provide Customer with anyAdministrative Access Credentials Microsoft provides withrespect to a Product purchased by Customer. Reseller mustcooperate with and facilitate the transference of anyAdministrative Access Credential to Customer or any otherMicrosoft reseller at a Customer s direction.bb) If Reseller (i) retains or obtains any AdministrativeAccess Credentials of a Customer for any purpose,including the fulfillment of its Technical Support Obligations,or (ii) otherwise has access to or processes Customer Date,then Reseller must enter into an Independent CustomerAgreement with Customer with terms consistent with theEuropean Data Protection Laws governing such IndirectReseller s use of Administrative Access Credentials.cc) In the event the Reseller or End User restricts orterminates administrative access to Tech Data, Tech Datashall have the right to invoice the Reseller on the Microsoftretail suggested price augmented by an additionalpercentage.9. PAYMENTPayment terms will be as provided by Tech Data s creditdepartment.If Reseller does not receive an invoice within ten (10) daysafter its standard monthly invoice date, it must promptlynotify Tech Data, and Tech Data will promptly send a newinvoice. Reseller must manage its own credit risk.Reseller’s payment to Tech Data is not dependent onreceipt of payments from Customers even in the case ofinsolvency.If Reseller fails to make any payments by the due date,Tech Data may take any of the following actions:C) Support Contact Information(i)Tech Data may hold all pending orders, suspendReseller will provide Microsoft with the telephone numbers, further shipments or Customer access to Products underemail addresses and website addresses for Reseller s any agreement between Tech Data and Reseller until Techsupport personnel; Reseller will keep this information Data receives all payments due under this Agreement;current during the term of the Channel Authorization.

(ii)Tech Data may charge interest on the past dueamount from the first day the amount is past due until theamount is paid in full. This includes any before or afterjudgment amounts.If Tech Data chooses to take any of these actions, it doesnot waive any other right or remedy it may possess.Reseller may not withhold payment or take deductions fromany invoice amount (by offset, counterclaim, or otherwise)before Tech Data issues a credit. This includes returns,rebates, price adjustments, billing errors, shipping claims,handling fees, allowances, remittance costs and othercharges.any known or suspected violations of the terms andconditions of the Customer Agreement by a Customer.B) AuditDuring the term of these Terms and for two years after thelater of either (i) the termination of these terms, or (ii) thedate of issuance of final payment between Tech Data andReseller, Reseller must maintain complete and accuraterecords relating to its performance under these terms andTech Data will have as well as Microsoft the same Auditrights and all other regulations as outlined in the MicrosoftPartner Agreement Channel Terms under section Audit,General will apply between Tech Data and the Reseller.10. ORDERING AND DELIVERYA) PricingTech Data s prices for Microsoft Products are available onthe Tech Data platforms or on other websites designated byTech Data that includes price lists.B) Orderingaa) Except as otherwise provided in the Tech DataProgram Guide or Product Specific Terms, Reseller mustelectronically submit an order for all Products via the TechData platform. Reseller will use commercially reasonableefforts to ensure that any information that is submittedthrough the Tech Data platform is accurate and current asof the date submitted.bb) Tech Data may reject any purchase order, which isrejected by Microsoft for a Software offer, in whole or part,from the receipt of the Reseller order.cc) Software Perpetual License offers are purchased on aas needed basis and billed upfront to Reseller at theupcoming billing cycle.C) Use RestrictionsReseller may not use Products acquired under these Termsinternally. Reseller may not distribute or otherwise transferProducts acquired under these Terms to any of its Affiliates.These restrictions do not apply to Products acquired underother licensing programs.12. WARRANTY, DEFENSE OBLIGATIONS, LIMITATIONOF LIABILITYA) WarrantyMicrosoft warrants regarding the Products to Customers asdescribed in the Customer Agreements with Microsoft.B) No WarrantyUnless required by applicable laws, neither Tech Data tations or conditions to the maximum extentpermitted under applicable laws, Tech Data disclaims allimplied warranties and conditions, such as impliedwarranties of merchantability, non-infringement, and fitnessfor a particular purpose.Neither Tech Data or Microsoft makes any warranties orconditions as to items distributed under a third party name,copyright, trademark or trade name that may be offeredwith or incorporated with Products. To the maximum extentpermitted by applicable law, neither Tech Data norMicrosoft will have any liability in connection with the thirdparty item (such as any supply or failure to supply item).C) Delivery of Productsaa)Upon receipt of a valid order for Products, TechData/Microsoft will provision the Products based on theCustomer Information provided by Reseller.bb) Reseller must provide Customers with the Customer login credentials Tech Data provides for accessing theapplicable Product.bb) Microsoft may send direct communications toCustomers related to the terms of the Customer Agreementor the operation or delivery of a Product. Reseller must B) Defense of Third-Party Claimsprovide Tech Data/Microsoft with accurate contact In the event, that Tech Data has to defend at its owninformation for the administrator of each Customer domain. expense the other party in a claim, this will be subject to theconditions of the Microsoft Channel Terms as part of the11. OTHER RIGHTS AND OBLIGATIONS“Indirect Reseller Agreement”, which are applicable as wellin the relationship between Reseller and Tech Data.A) Reseller s Representations and WarrantiesReseller represents and warrants that it will: (i) have current C) Infringement Claimaccess to all of the applicable online tools necessary to If in connection with an infringement claim, Microsoftperform its obligations; (ii) use commercially reasonable replaces a Product or Mark such that it is, a non-infringingefforts to service and support its Customers; (iii) inform functional equivalent, then Reseller must immediately stopTech Data of any difficulties it encounters in servicing its selling of the allegedly infringing Product or use theCustomers; (iv) obtain a Customer s acceptance of the allegedly infringing Mark.terms of the Customer Agreement before placing an orderfor such Customer; and (v) promptly tell Tech Data about D) Reseller s Defense Obligations

Subject to the conditions set forth in the part “Warranty andDefense Obligations” and “Defense of Third Party Claims,General” of the Channel Terms as part of the “IndirectReseller Agreement”, Reseller will defend TechData/Microsoft (including by paying external attorneys feesand costs and expenses of defense) from, and will pay anyresulting adverse final judgment or settlement (to whichMicrosoft/Tech Data consents) associated with, a claim thatarises out of or is connected with any default or breach oralleged default or breach of these Terms by Reseller orselling of any Product, or any other act or omission byReseller. Notwithstanding anything otherwise provided inthese Terms and the Reseller Agreement, TechData/Microsoft will not amend Reseller s indemnificationobligations, except that Microsoft may introduce newProduct Specific Terms, that supersedes or modify suchterms solely as applicable to new Products. Microsoft/TechData will not amend Reseller s indemnification obligationsin this Channel Authorization with retroactive effect, or withprospective effect across all Products.E) Limitation of LiabilityUnless applicable law requires otherwise, the only remedythat either party will have for anything related to theseTerms is to obtain direct damages from the liable party upto the amount actually paid by Reseller to Tech Data duringthe prior one-year period, minus any amounts paid by theliable party during that same period for any prior liability.Neither party can recover any other damages from theother, including loss of revenue or indirect, special,incidental, consequential, punitive, or exemplary damages,or damages for lost profits, revenues, business interruption,or loss of business information, even if the party knew theywere possible.The limitations in this section apply to: (i) anything related tothe Products; and (ii) claims for breach of contract, breachof warranty, strict liability, negligence or other tort to theextent permitted by applicable law. It also applies even ifReseller is not fully compensated for any losses, or TechData knew or should have known about the possibility ofdamages.The limitations do not apply (i) to claims for non-payment,fraud, Reseller's violation of Tech Data's or Microsoft'sintellectual property rights, third party claims and the failureto obtain acceptance of a Customer Agreement, (ii) andwhen the applicable local law mandatorily requires anunlimited or less restricted liability, in these cases theliability set forth in the local General Terms and Conditionsof Sale will apply as Tech Data s maximum liability. Eachparty's liability for loss or damage of any kind (including lossor damage caused by negligence) is reduced to the extentthat the other's agents caused or contributed to that loss ordamage.13. CUSTOMER DATA AND PRIVACY OBLIGATIONSA) PrivacyBefore obtaining information from data subjects, Resellermust obtain their legally valid permission or have valid legalbasis to permit the processing and transfer of the data byReseller and Reseller Affiliates, Tech Data and Tech DataAffiliates, Microsoft and Microsoft Affiliates, and eachparties respective subsidiaries and service providers ascontemplated under this Channel Authorization. Microsoftmay collect, use, transfer, disclose, and otherwise processeach customer s data, including personal data, asdescribed in the Customer Agreement. If obtainin

III. "Indirect Reseller Agreement" means the Microsoft Partner Agreement concluded between Microsoft and the Reseller and which includes the especially the Core Terms, the Channel Terms and the Indirect Reseller Authorization. IV. "OLS Subscription" means a right to use certain Online Services for a defined term.