Terms and Conditions for FY15 Q3 MEA Reseller Cash Back Promotion

The terms and conditions listed below are to be included in the online form where the reseller submits a redemption request. The reseller must agree to the terms and conditions to be considered for redemption. Terms and Conditions for FY15 Q3 MEA Reseller Cash Back Promotion Important: Please read these terms and conditions before participating in this promotion. By applying for this promotion you are agreeing to the following terms and conditions under which Microsoft Ireland Operations Ltd. offers this promotion. By applying for redemption under the cash back promotion, you are deemed to have read, understood and agreed to abide by these terms and conditions. DEFINITIONS Cash Back and Bonus Cash Back and Premium Products Bonus Cash Back means an amount earned under these terms and conditions and paid via wire transfer by an authorized 3 rd Party Payment organization to a Reseller in MEA after Reseller s application for the promotion has been accepted by Microsoft via validation email. Distributor means a distributor who is authorised by Microsoft to sell Eligible Agreements in MEA under and pursuant to a valid Microsoft channel agreement signed with Microsoft. Eligible Customer means a Small and Medium Business (SMB) customer in MEA, who is not on Microsoft s internal list of corporate accounts or major accounts during the campaign period. After each submission, Microsoft will respond by email if the customer is an eligible SMB customer within a maximum of 14 business days after your request ( eligibility note ). Eligible Agreement means an Open Agreement ( Open ), an Open Value Agreement ( OV ), an Open Value Subscription Agreement ( OVS ), an Open License for Academic Agreement ( Open Academic ) or an Open Value Subscription Agreement for Education Solutions ( OVS-ES ). Eligible Product means the Microsoft items or Stock Keeping Units (SKUs) that meets the conditions (minimum quantity, product types, period, maximum quantity, maximum claims) required for each customer. See section Cash Back Offer below for details. Reseller means a Microsoft reseller that has provided a Valid Registration and valid banking details and that has offices in MEA selling Eligible Agreements and Eligible Products acquired from a Microsoft authorised Distributors in MEA and sold directly by the Reseller to a customer in MEA. To be eligible for this campaign, Reseller must agree to provide valid banking details to 3 rd party payment company nominated by Microsoft. Reseller must provide a preferred currency of payment from the list of currencies available for payment including USD. Failure to provide a preferred currency of payment after 3 notifications by email will default to payment in USD. Valid Registration means an accurately completed registration in which Reseller provides a Microsoft account (also known as Windows Live ID ) for claims on the cash back portal. A Microsoft account is the combination of an email address and a password that is used to sign in to services like the Cash Back Portal, Outlook.com, OneDrive, Windows Phone, or Xbox LIVE. To be a valid for Cash Back, the email address used under the Microsoft account must use a company domain and the company name must be

the same as the name of the Reseller making a claim on the cash back portal. Registration with a personal email address instead of an email address from a company domain will result in claims being rejected. Middle East and Africa consists of the following countries: Afghanistan, Algeria, Angola, Bahrain, Cameroon, Cape Verde, Cote d'ivoire, Egypt, Ghana, Iraq, Israel, Jordan, Kenya, Kuwait, Lebanon, Libya, Mauritius, Morocco, Nigeria, Oman, Palestine Territories, Pakistan, Qatar, Rwanda, Saudi, Senegal, South Africa, Tunisia, Turkey, United Arab Emirates, and Zimbabwe. CONDITIONS Compliance: A Reseller may earn Cash Back according to the promotion description if it has satisfied the relevant requirements and otherwise complied with these terms and conditions in all respects. A Reseller may not earn a Cash Back for the same Eligible Customer in more than one country within MEA. Redemption Request: In order to claim a Cash Back under this promotion, a Reseller who has placed an order for Eligible Products shall submit a redemption request along with all required documents, including a scanned version of its invoice to the Eligible Customer. This invoice may have the payment prices made illegible, but must contain the Eligible Agreement number. Each redemption request must be in full compliance with the instructions and fields required on the online portal. Reseller may make more than one claim, but subject to a maximum of 1 claim per Eligible Customer per Reseller. The Cash Back offer, the license threshold and the offer limitation as described hereunder are valid for claims submitted in the cash back portal by Reseller from February 1 st 2015 until April 15 th 2015. Eligible agreements must be sold from February 1 st 2015 until March 31 th 2015. Validation: on receipt of the Reseller s redemption request, Microsoft will validate the Reseller s eligibility for the Cash Back using its internal tools. Microsoft will notify the Reseller of the receipt, completeness and validation of the Eligible Customer and Eligible Product within about 14 business days of Reseller s claim in the web portal tool by sending the eligibility note. Customer: The Eligible Customer must not be on Microsoft s internal list of corporate accounts or Major accounts. The Cash Back promotion is eligible for small and medium business customers only. Reseller will be notified after making a redemption request if the customer is not eligible via an eligibility note. Payment: If Reseller s eligibility for a Cash Back is validated, Microsoft will arrange for the appropriate Cash Back amount to be paid via wire transfer within 45 days after the date of the confirmation email ( validation email sent as validation) as long as all criteria and banking details have been met. Payment will take place after Reseller has provided valid banking details. Reseller will be invited by Microsoft to a secure site for submitting banking details. Banking details are required for Microsoft to pay the Cash Back via wire transfer. The recipient nominated in the banking details must be a private company. The company name must be the same as the name of the Reseller making a claim for cash back and the same Reseller selling the Eligible Agreements under this promotion. Personal banking details cannot be submitted on behalf of a company. Registration with personal banking details instead of a company banking details will result in claims being rejected. Payment will only be processed when products sold to end user can no longer be returned as per the regional return policy. Resellers eligible for the Bonus cash back amount and the Premium Products bonus cash back amount will be paid at the end of the campaign (starting April 15 th 2015) as long as all criteria and banking details have been met.

Banking Details: Banking details must be submitted or verified by Reseller within 5 days of receipt of the request notification sent by Microsoft via email. Failure to submit or correct banking details after the 3rd notification will result in claim being cancelled and funds forfeited. If a payment cannot be processed due to errors with banking details provided, Reseller will be notified and requested to update its banking details. Failure to update these details after 3 notifications will result in claims being cancelled and funds forfeited. Quantity of Eligible Product licenses: Each Eligible Product redemption is limited to a maximum number of licenses, as defined under the conditions for this cash back promotion. See section Cash Back Offer below for details. Cash Back Offer: Duration: Eligible Agreement must be sold from February 1 st 2015 until March 31 th 2015. Eligible Agreements: Open, OV, OVS, Open Academic and OVS-ES agreements are eligible. Note: Commercial, Government and Academic SKUs with O365 Open are eligible. O365 FPP/PKC/ESD are not eligible under this cash back program. Student SKUs as well as Rental Rights licenses are not eligible and excluded from this cash back program. Partners that meet the criteria for the Bonus Cash Back amount and the Premium Products Bonus Cash Back amount will be paid the cash back amount as well as the bonus amounts for all eligible products. The cash back amount will be paid via wire transfer 45 days after the date of the confirmation email as long as all criteria and banking details have been met. The Bonus cash back amount and the Premium Bonus Cash Back amount will be paid at the end of the campaign (starting April 15 th 2015) as long as all criteria and banking details have been met.

Cash Back amounts per Eligible Product: Product Family License type Cash Back amount in USD Bonus Cash Back amount in USD Premium Products Bonus Cash Back amount in USD Office 365 Business Essentials Open Corporate SKU, 8,00 5,00 - Office 365 Business Open Corporate SKU, 13,00 8,00 - Office 365 Business Premium Open Corporate SKU, 19,00 13,00 13,00 Office 365 Midsize Business Open Corporate SKU, 19,00 13,0 - Office 365 Midsize Business Open Add-ons SKUs Corporate SKU, OV/OVS 3,00 2,00 - Office 365 Plan E1 Archiving 12,00 8,0 - Office 365 Plan E1 Open Corporate SKU, 12,00 8,0 - Office 365 Plan E1 Open 9,00 6,0 - Office 365 Plan E1 Open Add-ons SKUs Corporate SKU, OV/OVS 11,00 7,0 - Office 365 Plan E1 Open Add-ons SKUs OV/OVS 11,00 7,0 - Office 365 Plan E3 Open Corporate SKU, 31,00 20,0 20,0 Office 365 Plan E3 Open Renew2Cloud Promotion Corporate SKU, OV/OVS 26,00 17,0 17,0 Office 365 Plan E3 O365 Add-ons SKUs Corporate SKU, OV/OVS 17,00 11,0 11,0 Office 365 Plan E3 Open 26,00 17,00 17,0 Office 365 Plan E3 O365 Add-ons SKUs OV/OVS 17,00 11,00 11,0 Office 365 Plan E4 Open Corporate SKU, 34,00 22,00 22,0 Office 365 Plan E4 Open 29,00 19,00 19,0 Office 365 Plan Education E3 Open Faculty SKU, Open/OVS-ES 7,00 5,00 - Office 365 Plan Education E4 Open Faculty SKU, Open/OVS-ES 10,00 7,00 Office 365 Pro Plus Open Corporate SKU, 18,00 12,00 - Office 365 Pro Plus Open 16,00 10,00 - Office 365 Pro Plus Open Faculty SKU, Open/OVS-ES 3,00 2,00 Office 365 Pro Plus Open Renew2Cloud Corporate SKU, OV/OVS 15,00 10,00 - Promotion Office 365 Pro Plus Open Renew2Cloud OV/OVS 13,00 8,00 - Promotion Exchange Online Plan 1 Open Corporate SKU, 6,00 4,00 - Exchange Online Plan 1 Open 5,00 4,00 - Exchange Online Plan 2 Open Corporate SKU, 12,00 8,00 - Exchange Online Plan 2 Open 11,00 7,00 - Exchange Online Protection Open Corporate SKU, 1,50 1,00 - Exchange Online Protection Open 1,50 1,00 - Lync Online Plan 1 Open Corporate SKU, 3,00 2,00 - Lync Online Plan 1 Open 2,00 1,50 - Lync Online Plan 2 Open Corporate SKU, 8,00 6,00 - Lync Online Plan 2 Open 7,00 5,00 - SharePoint Online Plan 1 Open Corporate SKU, 8,00 5,00 -

Product Family License type Cash Back amount in USD Bonus Cash Back amount in USD Premium Products Bonus Cash Back amount in USD SharePoint Online Plan 1 Open 7,00 4,00 - SharePoint Online Plan 2 Open Corporate SKU, 12,00 8,00 - SharePoint Online Plan 2 Open 11,00 7,00 - Project Online Open Corporate SKU, 50,00 34,00 - Project Online Open 43,00 29,00 - Project Online with Project Pro O365 Open Corporate SKU, 89,00 59,00 - Project Online with Project Pro O365 Open 76,00 51,00 - Project Pro for Office 365 Open Corporate SKU, 38,00 26,00 - Project Pro for Office 365 Open 33,00 22,00 - Visio Pro for Office 365 Open Corporate SKU, 20,00 13,00 - Visio Pro for Office 365 Open 17,00 11,00 - Power BI Open Corporate SKU, 61,00 41,00 - Power BI Open 53,00 35,00 - Power BI Open Promotion Corporate SKU, 43,00 29,00 - Power BI Open Promotion 37,00 25,00 - Incentive baseline: Incentive is calculated on the 12 months subscription value; Monthly subscription are excluded from this offer. The cash back amount, bonus cash back amount and premium products cash back amount will be paid by a 3 rd party payment company and converted from USD (US Dollar) to a preferred currency of payment if requested by the Reseller. The preferred currency of payment must be confirmed by the Reseller by email. Only one currency can be selected. Resellers that do not confirm a preferred currency of payment after 3 email notifications by Microsoft will be paid in USD (US dollar). The rate of conversion from USD to other currencies will be published in the email sent to eligible resellers confirming that wire transfer has been paid. The rate will be based on the closing mid spot rate on the last Wednesday of the month prior to when the wire transfer is made. This rate will be based from the London Stock Exchange and can also be found published in the Financial Times on that same date. (For example, rebates paid at the end of November 2014 will be converted using exchange rates based on the closing mid spot rate from the last Wednesday of October 2014). License count threshold: To be eligible for Cash Back and/or Bonus Cash Back and/or Premium Products Bonus Cash Back, Resellers need to sell within one Eligible Agreement: A minimum of 5 licenses of Office 365 M, E1, E3, E4, A3, E1 Archiving, Education E3, Education E4, Office 365 ProPlus, (cumulative count).

No minimum for Exchange Online or Lync Online or SharePoint Online or Visio Pro for Office 365 or Power BI or Project Online. The offer is limited to: Maximum Cap per Eligible Agreement per Reseller: o of 75 licenses for all O365 SKUs (with any combination of Office 365 Licenses) Maximum of 1 claim per Eligible Customer per Reseller Criteria to be eligible for the Bonus Cash Back Amount: Resellers selling three distinct agreements to different SMB customers during the period of this promotion (from February 1st 2015 until March 31th 2015) will be eligible for a Bonus Cash Back amount. The three distinct agreements must be eligible and validated for cash back to be eligible for the Bonus cash back amount. Note that three different orders (or multiple orders) on the same agreement will count as one agreement only. In addition, to be eligible for the Bonus Cash Back amount, resellers must use the same valid registration (and the same Microsoft Account) for all claims. Claims from Resellers using more than one valid registration will not be combined to calculate eligibility. Resellers meeting the criteria for the bonus cash back amount will be paid a bonus cash back amount (as defined under the eligible products in the cash back offer section) for all claims validated and eligible for Cash Back under this promotion. Resellers will receive notification by email once they are eligible for the bonus cash back amount. Resellers do not need to re-submit previously validated claims during the promotion period. Resellers meeting the criteria for the Premium Products bonus cash back amount will be paid a Premium bonus cash back amount (as defined under the eligible Premium products in the cash back offer section) for all claims validated and eligible for Premium Cash Back under this promotion. Resellers do not need to re-submit previously validated claims during the promotion period. The maximum payment (combining the cash back, bonus cash back and premium products bonus cash back) for any Reseller participating the Cash Back program is USD 50,000 or equivalent in other currencies, through the entire campaign period (from February 1st to March 31th, 2015). Conflicts of Interest: Reseller will not be entitled to receive a Cash Back or Bonus Cash Back or premium products bonus cash back when related to an Eligible Customer 1) that is owned by or affiliated with the Reseller, or 2) to which the Reseller owes an agency or fiduciary duty, be it contractual or legal in nature. Resellers that are Public Sector entities themselves or in a conflict of interest toward their customers are excluded from earning a Cash Back. Errors: Reseller must report any errors, issues or disputes regarding the calculation and payment of Cash Back to Microsoft in writing within 30 days of receipt of the validation email from Microsoft. If Microsoft has not received written notice from Reseller within the 30-day period, Reseller will be deemed to have accepted the calculation or payment. Microsoft reserves the right at any time to adjust the payment to a Reseller, if Microsoft identifies any discrepancy, error or omission. Taxes: It is solely the Reseller s responsibility to report and pay all applicable taxes or duties that may be required under any appropriate laws related to the Cash Back it receives. Reseller must consult its own tax advisor with any question or concern about the taxes that apply to it in relation to the Cash Back promotion. Microsoft and its affiliates will not be liable for any taxes, including income taxes, withholdings

and good and services taxes (if applicable) or their equivalent, in connection with any payments made to Reseller under these promotions. Voluntary participation: participation in the Cash Back promotion is entirely voluntary. Non-exclusivity: the Cash Back promotion is non-exclusive, and Reseller is free to license, use, recommend or support non-microsoft software, hardware or services. Disputes: Microsoft offers this promotion in its sole discretion for the promo applications it approves and confirms via validity notice. In the event of any dispute arising from or in relation to a Cash Back redemption, (e.g. whether or not the customer is an SMB customer, the validity of a redemption request, etc.), the decision of Microsoft shall be final and binding. No correspondence will be entertained. Reseller with registered and confirmed claims are obliged to inform Microsoft before April 15 th, 2015, if they have any outstanding or unconfirmed receivables under the Cash back FY15 Q3 O365 program. Any later disputes cannot be accepted. Exclusion of liability: to the maximum extent permitted by applicable law, in no event shall Microsoft or any of its affiliates be liable for any damages or losses whatsoever (including, but not limited to, damages for loss of profits, for business interruption, for loss of privacy, for failure to meet any duty including of good faith or of reasonable care, for negligence and for any other pecuniary or other loss whatsoever) arising out of or in any way related to Reseller s participation in the Cash Back promotion, even if Microsoft has been advised of such damages, and even in the event of fault, tort (including negligence) or strict or product liability or misrepresentation. Privacy: The information submitted by Reseller when participating in the Promotion may include phone numbers, email address, ID number and other personal information of Reseller s employee(s) ( Personal Information ). Microsoft will only use Personal Information in accordance with applicable data protection laws and regulations and Microsoft s privacy policy referred to below, for the purposes of administering Reseller s participation in the Promotion. For more details on Microsoft's privacy policy, please see: http://privacy.microsoft.com/en-us/default.aspx. If personal information of third parties (e.g. customers) is shared by the Reseller, the Reseller represents and warrants that he has the appropriate consent of the customer to do so. Microsoft will use any of this third party data for the sole purpose of this promotion only. Export Regulations: Microsoft s free software and services are subject to United States and other jurisdictions export and technology laws and you agree to comply with all such applicable laws and regulations that apply to the software and/or services. United States government permission is required to transfer these free software and services to governments of any embargoed country or certain prohibited parties. Please see the U.S. Department of Treasury website (http://go.microsoft.com/fwlink/?linkid=243206 ) for more information. Additionally, paid services are subject to United States export laws and regulations with which you must comply. These laws include restrictions on destinations, end users and end use. For additional information, see the Exporting Microsoft Products website (http://www.microsoft.com/exporting). Notices: Notices may be given either by electronic or physical mail or, in the case of changes to any cash back promotion or these terms and conditions, by Microsoft publishing them at the Cash Back promotion web site at www.microsoft.com/emea/cashback/. Microsoft may update, change, cancel or terminate the cash back program or any portion of these terms and conditions by posting an update on the cash back

portal within 30 days notice. Resellers with pending redemption request will receive written notice by email of any material change, update or termination of this Cash Back promotion. Anti-Corruption Laws and Microsoft s Anti-Corruption Policy. Reseller will comply with all applicable laws against bribery, corruption and money-laundering, including the U.S. Foreign Corrupt Practices Act ( Anti- Corruption Laws ). Reseller certifies that it has read and will comply with the Anti-Corruption Policy for Microsoft Representatives: http://www.microsoft.com/about/corporatecitizenship/en-us/workingresponsibly/principled-business-practices/integrity-governance/political-engagement/ Reseller also will provide annual training to its employees on compliance with Microsoft s Anti-Corruption policy for Representatives and Anti-Corruption Laws. Reseller certifies that this Anti-Corruption training has been provided to its employees and, if not, Reseller agrees to provide such training. Reseller acknowledges that it is prohibited from paying expenses for travel, lodging, gifts or hospitality for government officials on Microsoft s behalf. Reseller also acknowledges that it is prohibited from using any funds provided by Microsoft, or any proceeds resulting from any Microsoft business, to pay expenses for travel, lodging, gifts or hospitality for government officials. Applicable Law: The validity and construction of and performance under these terms and conditions (and any claim, dispute or matter arising under or in connection with these terms and conditions or their enforceability) and any non-contractual obligations arising out of or in connection with these terms and conditions shall be governed by and construed in accordance with the laws of Ireland. Promoter: Microsoft Ireland Operations Limited, Building 3, Carmanhall Road, Sandyford Industrial Estate, Dublin 18, Ireland. CHANNEL CODE OF CONDUCT Reseller affirms that unauthorized copying of copyrighted computer software violates the law and is contrary to both its standards of conduct and industry standards. Reseller disapproves of such unlawful copying as contrary to the collective interests of software developers, manufacturers, and sellers. Accordingly, Reseller will apply these principles to its business: It will not commit or tolerate the making or using of unauthorized software copies under any circumstances. It will provide legally acquired software to meet all legitimate software needs in a timely fashion and in sufficient quantities for all its computers. It will comply with all license or purchase terms regulating the use of any software it acquires or uses. It will enforce strong internal controls to prevent making or using of unauthorized software copies. This includes taking effective measures to verify compliance with these standards and appropriate disciplinary actions. It will neither commit nor tolerate the manufacture, use or distribution of unlicensed software under any circumstances. It will only supply original, licensed software to its customers. It will comply with all terms regulating the supply of software. It will endeavour to ensure that its customers only use the original, licensed software.