This Microsoft Products Agreement (this "Agreement") governs the purchase of Microsoft products, cloud services, and software licenses through Arrow Networks, LLC ("Arrow") by any customer who executes a Service Order Agreement, Microsoft Licensing Order Form, or similar ordering document referencing this Agreement ("Customer"). This Agreement supplements the Arrow Networks Terms of Service available at www.arrownetworks.com/legal/tos (the "TOS"). In the event of any conflict between this Agreement and the TOS regarding Microsoft licensing matters, this Agreement shall control.
PART I: GENERAL TERMS
1. DEFINITIONS
"Azure Services" means Microsoft's cloud computing platform services, including but not limited to virtual machines, storage, databases, networking, and platform services billed on a consumption or reservation basis.
"Consumption Services" means Azure Services or other Microsoft services billed based on actual usage rather than a fixed subscription fee.
"License" or "Seat" means a single user or device entitlement to access and use a Microsoft Product as permitted under the applicable Microsoft Product Terms.
"Microsoft Customer Agreement" or "MCA" means Microsoft's standard customer agreement governing the use of Microsoft cloud services, as amended by Microsoft from time to time, available at https://aka.ms/customeragreement.
"Microsoft Product" means any Microsoft software, cloud service, or subscription offered by Arrow, including Seat-Based Subscriptions, Azure Services, Reserved Instances, Perpetual Licenses, and Marketplace Products.
"Microsoft Product Terms" means Microsoft's product-specific terms, service level agreements, and acceptable use policies applicable to Microsoft Products, as published and amended by Microsoft from time to time.
"Marketplace Products" means third-party software and services available through the Microsoft commercial marketplace.
"NCE" or "New Commerce Experience" means Microsoft's commerce platform for seat-based subscriptions with defined commitment terms and cancellation policies.
"Order Form" means a Microsoft Licensing Order Form, Service Order Agreement, or similar ordering document executed by Customer that references this Agreement and specifies the Microsoft Products, quantities, pricing, and applicable terms.
"Perpetual License" means a one-time purchase of Microsoft software granting Customer an indefinite right to use a specific version of the software, subject to the applicable license terms.
"Reserved Instance" or "Reservation" means a commitment to purchase Azure compute, database, or other eligible services at a discounted rate in exchange for a one-year or three-year term commitment.
"Seat-Based Subscription" means a Microsoft cloud service licensed on a per-user or per-device basis for a defined subscription term, including both NCE subscriptions and legacy/non-NCE subscriptions.
2. MICROSOFT CUSTOMER AGREEMENT
2.1 Acceptance Required. Customer acknowledges that the purchase of Microsoft cloud services through Arrow requires Customer's acceptance of the Microsoft Customer Agreement, available for review at https://aka.ms/customeragreement. Customer's execution of an Order Form constitutes Customer's agreement to be bound by the MCA.
2.2 Partner Attestation. Customer authorizes Arrow to attest to Microsoft, on Customer's behalf, that Customer has accepted the MCA. Customer agrees to provide any additional confirmation of MCA acceptance that Microsoft may require.
2.3 Microsoft Product Terms. Customer's use of Microsoft Products is governed by the applicable Microsoft Product Terms. Arrow is not a party to and has no liability under the Microsoft Product Terms or MCA.
2.4 MCA Amendments. Microsoft may amend the MCA from time to time. Customer is responsible for reviewing the current version of the MCA. Continued use of Microsoft Products following any MCA amendment constitutes Customer's acceptance of the amended terms.
3. ORDERING AND PRODUCT TYPES
3.1 Order Forms. Customer may order Microsoft Products by executing an Order Form. Each Order Form will specify the Microsoft Products ordered, applicable quantities, pricing, and the product-specific terms that apply (e.g., NCE Seat-Based, Legacy Seat-Based, Azure Consumption, Reserved Instance, or Perpetual License).
3.2 Applicable Terms. The terms in Part II of this Agreement apply based on the type of Microsoft Product ordered. If an Order Form includes multiple product types, the applicable sections of Part II apply independently to each product type.
3.3 Product Availability. Not all Microsoft Products are available in all regions or to all customer types. Arrow will advise Customer of product availability and any eligibility requirements.
4. PAYMENT TERMS
4.1 Invoicing. Arrow will invoice Customer in accordance with the billing terms specified in the applicable Order Form. Unless otherwise specified, payment is due within thirty (30) days of invoice date.
4.2 Taxes. Fees stated in Order Forms are exclusive of applicable taxes unless otherwise noted. Customer is responsible for all taxes, duties, and governmental assessments arising from this Agreement, excluding taxes based on Arrow's net income.
4.3 Price Adjustments. Arrow reserves the right to adjust pricing upon renewal or, for Consumption Services, as Microsoft adjusts its wholesale pricing. Arrow will provide reasonable advance notice of pricing changes where practicable.
5. MICROSOFT PRODUCT CHANGES
5.1 Product Modifications. Microsoft may discontinue, modify, rename, rebrand, or change pricing for any Microsoft Product at any time. Arrow will use commercially reasonable efforts to notify Customer of material changes that affect Customer's orders.
5.2 No Arrow Liability. Arrow is not responsible for any modifications to Microsoft's product offerings, service availability, features, or terms of use. Customer's sole remedy for dissatisfaction with Microsoft Product changes is to discontinue use in accordance with the applicable cancellation terms.
6. SUPPORT
6.1 Arrow Support. Arrow will provide first-tier technical support for Microsoft Products in accordance with Arrow's standard support policies. Support requests may be submitted through Arrow's designated support channels.
6.2 Microsoft Support. Certain support issues may require escalation to Microsoft. Arrow will coordinate with Microsoft support on Customer's behalf as appropriate. Customer acknowledges that Microsoft's response times and support processes are outside Arrow's control.
7. TRANSFER RESTRICTIONS
Transfer of Customer subscriptions or services to another Microsoft Cloud Solution Provider partner may be restricted during active commitment terms. Customer agrees to coordinate any desired partner transfers with Arrow and acknowledges that transfer restrictions are imposed by Microsoft, not Arrow. Any attempted transfer in violation of applicable restrictions shall not relieve Customer of its payment obligations hereunder.
PART II: PRODUCT-SPECIFIC TERMS
The following sections apply based on the type of Microsoft Product specified in the applicable Order Form. Only the sections relevant to the products ordered apply to a given Order Form.
8. NCE SEAT-BASED SUBSCRIPTIONS
This Section 8 applies to Microsoft 365, Dynamics 365, Power Platform, Windows 365, and other seat-based subscriptions purchased under Microsoft's New Commerce Experience (NCE).
8.1 Subscription Terms. NCE subscriptions are available on Annual (12-month), Multi-Year (36-month), or Monthly terms, subject to product availability. Monthly-term subscriptions are billed at a twenty percent (20%) premium over annual pricing.
8.2 Minimum Commitment. For Annual and Multi-Year terms, the license quantities specified in the Order Form represent Customer's minimum commitment ("Minimum Commitment") for the subscription term. Customer may not reduce license quantities below the Minimum Commitment during the subscription term.
8.3 License Additions. Customer may add licenses at any time. Additional licenses will be invoiced at the per-user-per-month (PUPM) rate in the Order Form, prorated through the end of the subscription term, and will co-terminate with existing subscriptions of the same product.
8.4 Cancellation Window. New NCE subscriptions and license additions may be cancelled within seventy-two (72) hours of the order date for a full refund. After the 72-hour window, no cancellation or seat reduction is permitted until the subscription renewal date.
8.5 Price Protection. Pricing for Annual and Multi-Year NCE subscriptions is fixed for the subscription term. Licenses added mid-term inherit the pricing from the original order.
8.6 Automatic Renewal. NCE subscriptions automatically renew for successive terms of equal duration unless Customer provides written notice of non-renewal at least thirty (30) days prior to the renewal date. Arrow will provide renewal notice at least forty-five (45) days prior to each renewal date.
8.7 Early Termination. Early termination of an NCE subscription requires payment in full for all licenses through the end of the subscription term. No refunds will be provided for unused portions of the term.
9. LEGACY AND NON-NCE SEAT-BASED SUBSCRIPTIONS
This Section 9 applies to seat-based subscriptions not governed by NCE terms, including certain government, education, and nonprofit SKUs, and true month-to-month subscriptions where available.
9.1 Flexible Terms. Unless otherwise specified in the Order Form, legacy seat-based subscriptions operate on a month-to-month basis without a minimum commitment term. Customer may add or remove licenses effective as of the next billing cycle.
9.2 Pricing. Pricing for legacy subscriptions may be adjusted by Arrow upon thirty (30) days' written notice to reflect changes in Microsoft's wholesale pricing.
9.3 Cancellation. Customer may cancel legacy subscriptions at any time with thirty (30) days' written notice. Cancellation is effective at the end of the current billing period.
10. AZURE CONSUMPTION SERVICES
This Section 10 applies to Azure services billed on a consumption (pay-as-you-go) basis.
10.1 Usage-Based Billing. Azure Consumption Services are billed based on actual usage as measured by Microsoft. There is no minimum commitment unless separately agreed in an Order Form. Customer is responsible for all usage charges incurred under Customer's Azure subscription(s).
10.2 Pricing. Azure consumption pricing is subject to change by Microsoft. Arrow will pass through Microsoft's published pricing plus any applicable margin specified in the Order Form. Customer acknowledges that consumption pricing is not fixed and may fluctuate.
10.3 Billing Cycle. Azure consumption charges are typically invoiced monthly in arrears based on the prior month's usage. Invoiced amounts are estimates based on Microsoft's usage reports and may be adjusted in subsequent billing cycles.
10.4 Spending Limits. Customer is solely responsible for monitoring and managing Azure consumption. Arrow may, but is not obligated to, provide tools or alerts to assist Customer in monitoring usage. Customer agrees that Arrow is not liable for any overage charges resulting from Customer's Azure usage.
10.5 Cancellation. Customer may discontinue Azure Consumption Services at any time by disabling or deleting Azure resources. Customer remains responsible for all usage charges incurred prior to termination.
11. AZURE RESERVED INSTANCES AND SAVINGS PLANS
This Section 11 applies to Azure Reserved Instances (RIs), Azure Savings Plans, and similar commitment-based Azure purchases.
11.1 Commitment Terms. Reserved Instances and Savings Plans are available in one-year or three-year commitment terms as specified in the Order Form. Customer commits to the full term at the time of purchase.
11.2 Payment Options. Reservations may be purchased with upfront payment, monthly payment, or a combination thereof, subject to availability. Regardless of payment schedule, Customer is obligated for the full commitment amount.
11.3 Exchanges and Modifications. Microsoft permits exchanges of Reserved Instances for different VM sizes, regions, or terms, subject to Microsoft's then-current exchange policies. Arrow will facilitate exchanges requested by Customer. Exchange policies are determined by Microsoft and subject to change.
11.4 Cancellation and Refunds. Early termination of Reservations is subject to Microsoft's then-current cancellation and refund policies, which may include early termination fees or limits on refund amounts. Customer acknowledges that refund eligibility and amounts are determined by Microsoft, not Arrow.
11.5 Utilization. Customer is responsible for ensuring Reservations are applied to appropriate resources. Unused reservation capacity does not roll over and is not refundable.
12. PERPETUAL LICENSES
This Section 12 applies to one-time purchases of perpetual software licenses, including Windows Server, SQL Server, and Client Access Licenses (CALs).
12.1 License Grant. Upon payment in full, Customer receives a perpetual license to use the specified version of the software in accordance with the applicable Microsoft Product Terms. Perpetual Licenses do not include rights to future versions or upgrades.
12.2 Delivery. Arrow will deliver license keys and/or installation media electronically following receipt of payment. Customer is responsible for maintaining records of license keys and proof of purchase.
12.3 No Refunds. Perpetual License purchases are final. No refunds, returns, or exchanges are available after delivery of license keys, except as required by applicable law.
12.4 Software Assurance. If Customer purchases Software Assurance or an equivalent maintenance/upgrade program, the terms of that program are as specified in the Order Form and governed by Microsoft's Software Assurance terms.
13. MARKETPLACE PRODUCTS
This Section 13 applies to third-party software and services purchased through the Microsoft commercial marketplace.
13.1 Third-Party Terms. Marketplace Products are provided by independent software vendors (ISVs) and are subject to the ISV's end user license agreement and terms of service. Customer agrees to comply with all applicable ISV terms.
13.2 No Arrow Warranty. Arrow makes no representations or warranties regarding Marketplace Products. All warranties, support obligations, and liabilities are between Customer and the ISV.
13.3 Billing. Marketplace Products may be billed through Arrow or directly by the ISV, as specified at the time of purchase. Cancellation and refund policies are determined by the ISV.
PART III: GENERAL PROVISIONS
14. LIMITATION OF LIABILITY
ARROW'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT AND ANY ORDER FORM SHALL NOT EXCEED THE FEES PAID BY CUSTOMER TO ARROW DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL ARROW BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR USE, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY. THE LIMITATIONS IN THIS SECTION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE.
15. DISCLAIMERS
15.1 Third-Party Products. MICROSOFT PRODUCTS ARE PROVIDED BY MICROSOFT, NOT ARROW. ARROW DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO MICROSOFT PRODUCTS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER'S SOLE REMEDIES FOR MICROSOFT PRODUCT ISSUES ARE THOSE PROVIDED BY MICROSOFT UNDER THE MICROSOFT PRODUCT TERMS.
15.2 Service Availability. ARROW DOES NOT GUARANTEE THE AVAILABILITY, PERFORMANCE, OR UPTIME OF ANY MICROSOFT PRODUCT. CUSTOMER'S SOLE REMEDY FOR SERVICE DISRUPTIONS IS AS PROVIDED IN MICROSOFT'S SERVICE LEVEL AGREEMENTS.
16. TERM AND TERMINATION
16.1 Agreement Term. This Agreement remains in effect until terminated by either party or until all Order Forms have expired or been terminated.
16.2 Termination for Cause. Either party may terminate this Agreement upon thirty (30) days' written notice if the other party materially breaches this Agreement and fails to cure such breach within the notice period.
16.3 Effect of Termination. Termination of this Agreement does not relieve Customer of payment obligations for committed subscription terms or usage charges incurred prior to termination. Sections 14, 15, and 17 survive termination.
17. GENERAL
17.1 Entire Agreement. This Agreement, together with the TOS and any Order Forms, constitutes the entire agreement between the parties regarding Microsoft licensing and supersedes all prior agreements, proposals, and communications on this subject.
17.2 Order of Precedence. In the event of a conflict between documents, the following order of precedence shall apply: (1) the applicable Order Form; (2) this Agreement; (3) the TOS.
17.3 Amendments. Arrow may amend this Agreement from time to time by posting a revised version at www.arrownetworks.com/legal/microsoft-licensing. Material changes will be communicated to Customer at least thirty (30) days before becoming effective. Customer's continued use of Microsoft Products after the effective date constitutes acceptance of the amended terms.
17.4 Governing Law. This Agreement shall be governed by the laws of the State of Missouri, without regard to its conflict of laws principles. Any dispute arising under this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Jackson County, Missouri.
17.5 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.