AGREEMENT APPLICABLE TO CERTAIN

CLOUD SERVICES PROVIDED BY MICROSOFT AND CONNECTION

AGREEMENT WITH MICROSOFT

Client is purchasing certain Microsoft Corporation Cloud Services (the “Services”) from PC Connection, Inc. d/b/a Connection or one of its wholly owned sales subsidiaries. As a condition to the purchase of the Services, Client acknowledges and agrees to the Microsoft Customer Agreement located at: https://www.microsoft.com/licensing/docs/customeragreement.

Client’s purchase and use of the Services is subject to the Microsoft Customer Agreement. It is the Client’s responsibility to review, understand and agree to Microsoft Customer Agreement and any terms referenced therein. By signing this Agreement Applicable to Certain Cloud Services Provided by Microsoft and Connection (“this Agreement”), Client is acknowledging to Connection that it has reviewed and agrees to the terms set forth in the Microsoft Customer Agreement.

CONNECTION’S RESPONSIBILITY

1. E-Procurement. Connection’s role will be to assist Customer in procuring the Services from Microsoft, a description of which (including without limitation the specific products ordered, the number of authorized users, the subscription term, pricing, and billing information) will be set forth in the Customer Order Documentation provided to Customer by Connection. Connection will manage the billing and collection for the Services. Customer will be provided with access to the CSP portal to manage subscriptions. Customer may add and remove the number of users where applicable. Customers can turn auto-renew on or off for both monthly and annual subscriptions. If Customer requires goods, services, or work product beyond those available to be purchased directly in the Microsoft CSP platform, then such additional goods, services and/or work product must be specified in a separate agreement between Customer and Connection.
2. End-User Support. Connection will provide 24x7 break/fix end-user support at no additional charge through telephone, chat, and e-mail. If additional higher-level break/fix support is needed for CSP services, Connection will work with the Customer and Microsoft to facilitate incident resolution. 24 x7 support is only provided for cloud subscriptions purchased as part of Connection’s Microsoft CSP program.

The following two Service Level Agreement (SLA) policies apply for Connection CSP end-user support:

1. First Response SLA: Begins when a Customer sends or replies to an e-mail for the first time on a ticket. The First Response SLA is one hour.
2. Ticket Resolution SLA: The targeted resolution time of an incident ticket is determined by one of the following ticket priorities:
   1. Low: The ticket is prioritized to be resolved within 24 hours, as applicable
   2. Medium: The ticket is prioritized to be resolved within 10 hours, as applicable
   3. High: The ticket is prioritized to be resolved within 6 hours, as applicable
   4. Urgent: The ticket is prioritized to be resolved within 4 hours, as applicable

Please note that Ticket Resolution SLA is paused when a ticket is pending or on-hold. The ticket is moved into pending state if Customer input is required or if the case is escalated to Microsoft Support. If input is required from the user or Microsoft Support, the ticket will be placed on-hold. Connection is NOT responsible for Microsoft Service Level Agreements.

How Priority is Determined:  

1. Low: Minor issue with Microsoft CSP service. There is nominal impact on business operations.
2. Medium: A disruption that prevents a small number of users from accessing the Services.
3. High: Significant issue with major impact on business operation, but some business can continue.

1. Urgent: Core Microsoft CSP services are down completely.

CUSTOMER’S OBLIGATIONS

Customer shall be responsible for providing to Connection, at Customer’s expense, all available and appropriate information regarding Customer’s current business and technical processes and any other information relevant to the Services. Customer understands that Connection will be relying on the accuracy and completeness of the information Connection receives from Customer and that inaccuracies in or omissions from such information may affect the accuracy and price of the Services.

BILLING SERVICES

1. Billing Types. Services offered by Microsoft are available with various pricing methods, including but not limited to:

   User-Based Subscription Billing: Subscriptions are available in monthly and annual terms. Billing for annual terms can be upfront or in twelve monthly installments. Pricing is set based on the pricelist on the date purchased and is subject to change at each renewal period.

   Usage-Based Billing: Charge is based on actual consumption or usage.  Rates may be increased by Microsoft at any time, announced at least 30 days in advance.

   Commitment Offering: Customer purchases a specific quantity of Online Services for a specific length of time and pays in advance or on a specified periodic basis.

   Limited Offering: Customer receives a limited quantity of Online Services for a limited term          without charge (for example, a free trial) or as part of another Microsoft offering (for example, MSDN).  Provisions in this Agreement or in the Microsoft Agreement with respect to the SLA and data retention policies may not apply to Limited Offerings. 

2. Renewal. Unless otherwise agreed, subscriptions for Services will automatically renew at the end of the term. If Customer wishes to avoid automatic renewal, it must go to the CSP Portal and disable the option to auto-renew.
3. Payment. Unless otherwise agreed, Connection will invoice Customer for Services on a monthly or annual basis 30 days in arrears of purchase, dependent on Customer’s chosen term and billing frequency, and will also invoice for additional services not covered under the 24x7 support included with CSP subscription, applicable taxes if any, and other charges. Customer will pay all amounts invoiced within thirty (30) days. Billing will be monthly in arrears based on actual available subscriptions in the portal during the previous month. The Customer will be billed for the number of licenses in their portal on the starting date of their billing cycle plus any changes made in the previous billing cycle. Subscriptions added intra-month will bill at a pro-rated amount coinciding with the number of days remaining in that month's billing cycle. Customer shall only be responsible to pay Connection for the actual number of subscriptions available in their online Microsoft tenant for that billing cycle.
4. Cancellation and Return Policy. Subscriptions can be canceled within 7 calendar days of purchase or renewal. After 7 calendar days, subscriptions can no longer be canceled and Customer will be billed for the subscriptions. Once a return is complete all access to subscriptions returned and services will be ceased.

   Perpetual License Subscriptions can be returned within 30 days of purchase for a full refund. Partial refund is prohibited. After 30 days, Customer must keep the licenses and is responsible for payment.

   Microsoft will not issue credit for unused days for reductions or suspensions occurring in the middle of a Term.

5. Subscription Terms. Annual Term subscriptions (upfront or monthly payments) begin the date of initial purchase and continue for a period of 12 months. This term is set to auto-renew, but Customer will have the option to disable auto-renewal in the CSP portal. Customer may make changes at the time of their renewal but are responsible for paying for all subscription charges for the month prior.
   
   
6. Additional Terms of Sale. Unless we have a master purchase agreement in place with you that governs your order, all orders placed by you ("Client") with PC Connection, Inc., and its affiliates, subsidiaries, successors, and assigns ("Connection") are governed by the terms available at: Terms & Conditions of Sale - Connection (the "Agreement"). You agree that no signature is required for the Agreement to be legally binding and enforceable if your intent to be bound can be inferred from your communications, orders, or receipt and retention of products, solutions, or services from us. Any purchase order, proposal, communication, or other document from you that includes different or additional terms from the Agreement is objected to and disallowed. The Agreement is in addition to any terms and conditions of use required by the original equipment manufacturer or provider of software, solutions, etc.

Monthly Term (monthly payment) subscriptions begin the date of initial purchase. The monthly term is set to auto-renew, but Customer will have the option to disable auto-renewal in the CSP portal. Customer may make changes at the time of their monthly renewal but are responsible for paying for all subscriptions charges for the month prior.

During the Term, Connection or Microsoft may temporarily disable Customer’s access to the Services if required for legal or regulatory reasons or as otherwise permitted in this Agreement (see Termination for Cause section below), and in such case, Connection will notify Customer of a disablement as soon as commercially reasonable. If suspended for Non-Payment, if account is not re-instated before 90 days, all data will be deleted.

TERMINATION FOR CAUSE

Upon termination of this Agreement for cause, Connection may immediately suspend or terminate Customer’s right to access and use the Services. “Cause” includes, but is not limited (a) Customer fails to pay any amounts when due; (b) Customer improperly uses or discloses Confidential Information, as defined below, including the use or disclosure of specially negotiated Customer terms or of Connection’s or Microsoft’s intellectual property or (c) Connection believes Customer has violated any of the other material terms of this Agreement or the Microsoft Agreement.  In addition, either party may terminate this Agreement immediately by giving written notice of termination to the other party, without prejudice to any other rights or remedies the terminating party may have, if the other party becomes insolvent, makes a general assignment for the benefit of creditors, files a voluntary petition of bankruptcy, suffers or permits the appointment of a receiver for its business or assets, or becomes subject to any proceeding under any bankruptcy or insolvency law, whether domestic or foreign, or has wound up or liquidated, voluntarily or otherwise. If any of the events allowing for termination for cause occurs, that party shall promptly notify the other party of its occurrence. Each party waives any right or obligation under applicable law or regulation to request or obtain intervention of the courts to terminate this Agreement.

1. Suspension and Reinstatement. If any Services, or part thereof, are suspended for cause, Service fees will continue to accrue, and Customer shall continue to pay Service fees in accordance with this Agreement.  In addition, any reconnection of Services following disconnection or suspension may require a reasonable reinstatement fee. Should Connection suspend the account for non-payment and account is not re-instated, all data will be deleted within 90 days of date that the subscriptions were suspended.

2. Effect of Termination. Upon termination or expiration of this Agreement, Customer shall immediately cease using the Services. Termination or expiration of this Agreement shall not relieve either party of its rights or obligations with respect to Confidential Information, as defined below, and shall not relieve Customer of its obligations to make payment for all accrued charges and/or for any additional charges.

3. Data Deletion Upon Termination. The Online Service may not support retention or extraction of software provided by Customer. It is Customer’s responsibility to migrate data out of the Services, at Customer’s sole cost.  Neither Microsoft nor Connection will have any liability for the deletion of Customer software or data.

SECURITY AND ADMINISTRATIVE PRIVELEGES

1. Security. Safeguarding data and infrastructure are among our top priorities. We implement several defense strategies to help prevent security attacks. We enable multi-factor authentication (MFA) for all our partner tenant users and encourage our CSP customers to enable MFA for their users. In addition, we implement role-based access control (RBAC) for our partner tenant users and continuously audit access logs to help safeguard our CSP environment.

2. Administrative Privileges. As part of the initial CSP account set-up, Customer is prompted to accept Reseller Relationship Agreement (relationship between Customer and Connection) which allows Connection access to the Customer’s tenant for support purposes. The Customer can choose to accept the Reseller Relationship Agreement without allowing for Delegated Administration Privileges (DAP), but in doing so, Connection will not be able provide needed support on Customer’s behalf. If Customer does accept with DAP, Connection has access to Customer’s tenant information and data is ONLY to be used solely for providing support and/or Managed Services. Additionally, Connection may remove DAP privileges for inactive subscriptions to help safeguard CSP environment.

CONFIDENTIAL INFORMATION

The parties acknowledge that by reason of their relationship under this Agreement, they may have access to and acquire knowledge from, material, data, systems and other information concerning the operation, business, projections, market goals, financial affairs, products, customers and intellectual property rights of the other party that may not be accessible or known to the general public (“Confidential Information”). The party providing Confidential Information is the “Disclosing Party” and the party receiving Confidential Information is the “Receiving Party.” Confidential Information includes but is not limited to the terms of this Agreement and of Microsoft Agreement. “Confidential Information” does not include information that: (i) is or becomes a matter of public knowledge through no fault of or action by the Receiving Party; (ii) was rightfully in the Receiving Party’s possession prior to disclosure by the Disclosing Party; (iii) subsequent to disclosure, is rightfully obtained by the Receiving Party from a third party who is lawfully in possession of such Confidential Information without restriction; or (iv) is independently developed by the Receiving Party without resort to the Disclosing Party’s Confidential Information. The foregoing exclusions shall not apply to any Confidential Information that does not, in its entirety, fall within one of the foregoing exclusions, even if aspects or features of that Confidential Information fall within those exclusions. Notwithstanding the foregoing, the Receiving Party may disclose the Confidential Information of the Disclosing Party that is required to be disclosed by governmental agencies, regulatory authorities or pursuant to court order , but only to the extent such disclosure is required by law and only if the Receiving Party, to the extent permitted by law, provides the Disclosing Party with prompt notice (but in any event no later than two (2) business days after its becoming aware of the required disclosure) of such requirement.

The Receiving Party  shall maintain all  Confidential Information received from the Disclosing Party, whether orally or in writing, in confidence and shall not to disclose or otherwise make available such Confidential Information to any third party without the prior written consent of the Disclosing Party; provided, however, that the Receiving Party may disclose the terms of this Agreement to its financial and legal advisors if such third parties agree to maintain the confidentiality of such Confidential Information.

The Receiving Party shall use Confidential Information only for the purpose of performing or exercising its rights under this Agreement. The Receiving Party shall prevent the unauthorized access, disclosure, and use of the Disclosing Party’s Confidential Information using the same degree of care, but no less than commercially reasonable care, that it uses to prevent the unauthorized access, disclosure, and use of its own confidential information. Whenever requested by the Disclosing Party, the Receiving Party shall immediately return to the Disclosing Party all manifestations of the Confidential Information or, at the Disclosing Party’s option, shall destroy all such Confidential Information as the Disclosing Party may designate. 

Notwithstanding anything in this Agreement to the contrary, Microsoft shall have the right to use, in any way, any aggregate data gathered in the course of its business operations, provided that the anonymity of the data as to Customer is preserved and protected, unless Customer grants prior written approval to identify Customer by name. Connection also may disclose Customer’s Confidential Information as reasonably necessary to provide the Services or any support related to the Services.

ATTORNEY FEES

In any action for the enforcement of this Agreement the prevailing party shall be able to recover its reasonable attorney’s fees in addition to all damages suffered as a result of the other party’s breach.

NOTICES TO CONNECTION

Any Cancellation or Non-Renewal Notice given under this Agreement shall reference the order documentation and shall be sent by the Customer representative who authorized the order, or by another authorized representative of Customer, by email to:

MSOPS@pcconnection.com or legal@connection.com 

Any other Legal Notice given under this Agreement shall be provided by United States mail, certified mail, or by a nationally recognized national air courier and addressed as follows:    

PC Connection, Inc. d/b/a Connection

730 Milford Road

Merrimack, NH 03054

ATTN: Legal Department

CUSTOMER ACKNOWLEDGES THAT IT HAS READ THIS NOTICE AND THE MICROSOFT AGREEMENT (SEE SCHEDULE A ATTACHED HERETO) AND THAT IT UNDERSTANDS AND ACCEPTS THE TERMS SET FORTH THEREIN ON BEHALF OF THEIR COMPANY.

Date: ____________________________________

Company: ________________________________

Address: _________________________________

Name: ___________________________________

Title: ____________________________________

Email: ___________________________________

Signature: ________________________________

Internal Use Only:

Customer Sales Order # ___________________________

ADDENDUM TO NOTICE APPLICABLE TO CERTAIN CLOUD SERVICES

PROVIDED BY MICROSOFT AND CONNECTION

Schedule A

BY ACCEPTING THIS NOTICE, CUSTOMER ACKNOWLEDGES AND CERTIFIES THAT IT HAS READ, ACCEPTS AND WILL AT ALL TIMES COMPLY WITH THE TERMS SET FORTH IN THE: (1) MICROSOFT’S ONLINE SERVICES TERMS; AND (2) MICROSOFT’S CUSTOMER AGREEMENT, INCLUDING:

1. The Microsoft Licensing Resources and Documents, which can be found at:

https://www.microsoft.com/licensing/docs  

2. The Service Level Agreement (Microsoft Cloud Services) is available at:

http://www.microsoft.com/licensing/contracts and http://www.windowsazure.com/en-us/support/legal/sla/