MICROSOFT CLOUD SERVICES – Mandatory End Customer Acceptance

This Notice applies to Microsoft cloud services purchased by Customer from PC Connection, Inc., and/or its subsidiaries, PC Connection Sales Corporation, MoreDirect, Inc., and GovConnection, Inc., (collectively, “Connection”) and is provided for transparency and Microsoft channel compliance.

DEEMED ACCEPTANCE

By placing an order for Microsoft cloud services through Connection (including by purchase order, online acceptance, provisioning authorization, or continued use), Customer confirms its intent to be bound by this Notice. This Notice is a valid and binding agreement under applicable state law and the Uniform Commercial Code. No handwritten or electronic signature is required, and acceptance may be shown by course of dealing or performance. If Customer does not agree, Customer must not place an order.

MICROSOFT CUSTOMER AGREEMENT

Microsoft cloud services are provided and licensed directly by Microsoft, not Connection, and are governed exclusively by the Microsoft Customer Agreement (“MCA”) and applicable Microsoft product terms, available at https://www.microsoft.com/licensing/docs/customeragreement. As a condition to provisioning, Customer must accept the MCA through Microsoft’s designated acceptance method. By placing an order through Connection, Customer acknowledges review of the MCA. This Notice does not replace Customer’s acceptance of the MCA with Microsoft.

CONNECTION’S ROLE

Connection acts as a Microsoft-authorized reseller to assist with procurement, billing, collection, and subscription management and provides 24x7 break/fix support for Microsoft cloud subscriptions purchased as part of Connection’s Microsoft CSP program. Microsoft remains solely responsible for the operation, availability, and functionality of Microsoft cloud services, including service levels.

ADMINISTRATIVE ACCESS AND DATA

Customer may authorize Connection limited administrative access to its Microsoft tenant solely for support and subscription administration. Declining such access may limit Connection’s ability to provide support. Connection will access and use Customer data only as necessary to provide services and in accordance with applicable data protection laws.

RESPONSIBILITY FOR USERS

Customer is responsible for all use of the services by its employees, contractors, and other authorized users. Customer agrees not to use the services in violation of applicable law, the MCA or other Microsoft service terms, and is solely responsible for all activity occurring under its accounts and for all content uploaded, processed, or stored using the services.

SUSPENSION, TERMINATION, AND DATA EXIT

Connection may suspend services if required by law, Microsoft policy, or for non-payment after reasonable notice where practicable. Termination of Customer’s relationship with Connection does not terminate the MCA or relieve Customer of payment obligations where cancellation is not permitted by Microsoft. Customer, at its expense, is responsible for exporting its data from Microsoft services prior to cancellation or termination.

INDEPENDENT RESELLER RELATIONSHIP

Connection acts solely as an independent contractor and reseller. Connection is not an agent, partner, joint venturer, or fiduciary of Microsoft or any third-party provider, and has no authority to bind Microsoft or any third-party provider. Microsoft and third-party providers likewise have no authority to bind Connection.

SERVICES DISCLAIMER & LIMITATION OF RESPONSIBILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CONNECTION MAKES NO WARRANTIES REGARDING THE MICROSOFT’S SERVICES, WHICH ARE PROVIDED “AS IS” AND “AS AVAILABLE” SOLELY UNDER THE MCA. CONNECTION IS NOT LIABLE FOR DATA LOSS, SERVICE INTERRUPTION, OR INABILITY TO ACCESS DATA CAUSED BY MICROSOFT OR BY SERVICE DISRUPTION, SUSPENSION, EXPIRATION, OR TERMINATION. Customer shall defend, indemnify, and hold harmless Connection from claims arising from Microsoft’s services, Microsoft’s acts or omissions, loss of Customer data, or Customer’s violation of applicable terms. Nothing herein limits Microsoft’s obligations under the MCA.

BILLING, RENEWAL, AND PAYMENT

Customer will be invoiced for Microsoft subscriptions provisioned in Customer’s Microsoft tenant and any separately identified Connection services. Invoices are payable within thirty (30) days unless otherwise agreed in writing. Subscriptions will renew automatically unless auto-renewal is disabled in the CSP portal by Customer. Cancellation and refund eligibility are governed exclusively by Microsoft policies. Where cancellation or refund is not permitted by Microsoft, Customer remains responsible for payment to Connection.

COMMERCIAL TERMS & ORDER OF PRECEDENCE

All pricing, fees, invoicing, payment obligations, credit terms and taxes relating to the services are governed solely by Customer’s agreements, quotes, and ordering documents with Connection (the “Sales Documents”) and are independent of Microsoft’s performance, availability, or Customer satisfaction. Microsoft is not a party to the Sales Documents and has no responsibility for billing or payment matters. In the event of a conflict, the MCA Terms shall govern use of the services, and the Sales Documents govern commercial and purchasing matters.

GENERAL

This Notice is governed by the laws of the state in which Customer is incorporated or has its principal place of business. Any provision deemed unenforceable shall be limited to the minimum extent necessary to remain enforceable, and the remainder shall remain in effect.