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Microsoft Volume Licensing Microsoft Products and Services Agreement This Microsoft Products and Services Agreement (the "Agreement') is entered into between Customer and Microsoft. It includes the General Terms, the Professional Services Terms (if any), the Purchasing Account registration (if any), Use Rights, Licensing Manual and all documents referenced within those documents. General Terms These General Terms apply to all of Customer's Purchasing Accounts. Capitalized terms have the meanings given in the "Definitions" section below. 1. Grants, fights and terms. All rights granted under this Agreement are non-exclusive and non -transferable (except as set forth in the "License transfers' section in the Purchasing Account registration) and apply as long as neither Customer nor any of its Affiliates is in material breach of this Agreement. a. Software. Upon acceptance of each order, Microsoft grants Customer a limited right to use the Software in the quantities ordered. (i) Use Rights. The Use Rights in effect when Customer orders Software will apply to that Software, even if Customer chooses to use an earlier. version. If the Software is covered by Software Assurance, when a new version is released, Customer may, at its option, (1) install and use the new version under the Use Rights in effect when the new version is released; or (2) continue to use the earlier version under the Use Rights applicable to either the earlier version or the new version. (ii) Temporary and perpetual licenses. Licenses available on a subscription basis, rights to Online Services, and most Software Assurance rights are temporary. For all other licenses, the right to use Software becomes perpetual only when all applicable payments for that Software have been made and any applicable Software Assurance term has expired. To obtain rights for a newer version of Software through Software Assurance, Customer must maintain continuous Software Assurance coverage for its licenses for that Software. Licenses for a new version of Software obtained through Software Assurance replace any licenses for the earlier version. b. Online Services. Customer may use the Online Services as provided in this Agreement (i) Online Services Terms. The Online Services Terms in effect when Customer orders or renews a subscription to an Online Service will apply for the applicable subscription term. For Online Services that are billed periodically based on consumption, the Online Services Terms current at the start of each billing period will apply to usage during that period. (ii) Suspension. Microsoft may suspend use of an Online Service during Customer's violation of the Acceptable Use Policy described in the Online Services Terms, failure to pay amounts due, or failure to respond to a claim of alleged infringement. Microsoft will give Customer notice before suspending an Online Service when reasonable, including 30 days' notice of a suspension for non-payment. Microsoft may de -provision seats for Online Services that Customer has self -provisioned if Customer does not promptly submit a reconciliation order for those seats. c. Fixes. Each Fix is licensed under the same terms as the Product to which it applies. If a Fix is not provided for a specific Product, any use rights Microsoft provides with the Fix will apply. d. Affiliates' rights. Customer may sublicense its rights to use Products to its Affiliates, but Customer's Affiliates may not sublicense these rights. Customer is responsible for ensuring its Affiliates' MPSA May 2016(ENG) Page 1 of 9