Microsoft Authorized Refurbisher (Mar) Program

MICROSOFT AUTHORIZED REFURBISHER (MAR) PROGRAM

REFURBISHMENT AND RE-INSTALLATION LICENSE AGREEMENT

This Refurbishment and ReInstallation License Agreement (the “Agreement") is entered into by and between “Refurbisher” (the entity identified as refurbisher in the online application form) and MICROSOFT Ireland Operations Limited(as defined in Attachment A) (“MS”), effective as ofthe date the Agreement is accepted by MS as evidenced by notification to Refurbisher provided it is within 60 days of Refurbisher's signature("Effective Date"). This Agreement is signed by Refurbisher when Refurbisher clicks on the ‘Accept Agreement and Continue’ button at the bottom of the terms of this Agreement, and completes the .NET Passport login and Refurbisher registration form.

WHEREAS MS intends to make available certain Microsoft software for installation on Donated PCs for distribution to Eligible Recipients;

WHEREAS Refurbisher wishes to act as a Microsoft Authorized Refurbisher ("MAR") and to Refurbish and donate PCs with certain Microsoft software installed on them to Eligible Recipients for no fee or a reasonable fee to cover costs only.

Refurbisher and MS agree as follows:

1Definitions

Definitions. As used in this Agreement all capitalized terms will have the meanings set forth in Attachment A attached. Other capitalized terms are defined elsewhere in this Agreement. If Refurbisher has any questions about applying the definitions or requiring further explanation, Refurbisher shall notify MS in writing.

2License

2.1.Refurbisher Status. Refurbisher represents and warrants to MS that it is an Eligible Refurbisher. Refurbisher acknowledges that it has access to the World Wide Web.

2.2License. Subject to the restrictions in this Agreement, MS grants to Refurbisher a non-exclusive, limited license to:

(a) install one copy of the Software on each Donated PC; and

(b) distribute Donated PCs, with the Software installed and MAR COA affixed, only to Eligible Recipients.

2.3.Installation and Distribution Restrictions including Recipient Agreement.

(a) Refurbisher shall:

(i)verify that each Donated PC meets the then current Minimum Specifications;

(ii)Refurbisheach Donated PC including formatting the hard drive of each Donated PC to clear all existing data prior to installation of the Software;

(iii)install the Software on each Donated PC in a technically competent manner and in accordance with the installation instructions set forth on the MAR Website prior to distribution;

(iv)permanently affix the MAR COA in a readily visible location to the outside front, side or back of the Donated PC case (or bottom, if the Donated PC is a laptop) prior to distribution. If Donated PC has an original certificate of authenticity from a prior installation of Software, place the MAR COA adjacent to and not over such original certificate. Refurbisher shall not make the MAR COA available through any other means or channel. Refurbisher shall order MAR COAs from MAR Administrator or such other entity as may be designated by MS from time to time.

(v)distribute or otherwise transfer a Donated PC on which it has installed the Software only to an Eligible Recipient, which may include sending first through a third-party who helps identify and deliver to Eligible Recipients provided that Refurbisher remains liable to MS for the actions and omissions of such third-party as if Refurbisher had done such actions or omissions ; and

(vi)require each Eligible Recipient, as a condition to providing a Donated PC to such Eligible Recipient, to duly complete, sign and return to Refurbisher, at the time of delivery of the Donated PC, a Microsoft Authorized Refurbisher Eligible Recipient Agreement (the “Recipient Agreement”), in the form of Attachment B attached. If an Eligible Recipient does not return a fully executed Recipient Agreement to Refurbisher, then Refurbisher shall not distribute the Software to such Eligible Recipient. The Recipient Agreements returned shall be held by Refurbisher as part of its records and subject to audit by MS as described below.

(b) Prohibition on the Transfer of Media and Documentation. Except as may be specifically authorized in this Agreement, Refurbisher shall not distribute or transfer any Software media (e.g., disks, CD), other Microsoft software products, end user license agreements, certificates of authenticity, product manuals or other Microsoft components or documentation relating to the Software or other Microsoft software products.

(c) Except as described in Section 2.3(d) and except for original certificates of authenticity from prior installations of Software (i.e., pre-existing certificates of authenticity), Refurbisher shall destroy all media for Microsoft software received by Refurbisher in connection with donations of Donated PCs, as well as all other Microsoft software documentation that it receives from donors of Donated PCs.

(d) Refurbisher is not required under Section 2.3(c) to forward or destroy any software documentation accompanying a Microsoft non-operating system software product installed on a Donated PC if the donor of such Donated PC chooses to validly transfer such software product and accompanying software documentation directly to the Eligible Recipient. Any such transfer of a Microsoft non-operating system software product directly from a donor to an Eligible Recipient shall be solely in accordance with the transfer provisions contained in the applicable end user license agreement and/or other licensing terms accompanying such software product. Refurbisher may facilitate such transfer by re-installing the donated Microsoft non-operating system software product solely from valid media delivered by the donor, provided that Refurbisher (i) provides to the Eligible Recipient all media and documentation accompanying the donated Microsoft non-operating system software product(s), and (ii) complies with all other terms regarding transfer set forth in the end user license agreement and/or other licensing terms accompanying such software product(s).

(e) Except as specifically authorized in this Agreement, Refurbisher shall not install, distribute or otherwise transfer any Microsoft software product other than the Software.

(f) Refurbisher shall not distribute any Donated PCs with Software to any Prohibited Recipients.

3Additional Refurbisher Commitments and Acknowledgements

3.1Refurbisher shall in no event receive or be entitled to receive any royalties in connection with the limited authorization granted to it by MS hereunder to install and distribute Software. However, Refurbisher may charge the Eligible Recipients a one-time nominal fee per Donated PC to cover the Refurbisher's costs. MS reserves all rights not expressly granted. Refurbisher shall pay to the MAR Administrator the Administrative Fee, as defined.

3.2Refurbisher shall take all steps to prevent unauthorized distribution, duplication or pirating of the Software.

3.3Refurbisher shall not reverse engineer, decompile or disassemble the Software except as permitted by applicable law without the possibility of contractual waiver. Refurbisher acknowledges that information on interoperability of the Software with other products is readily available.

3.4Refurbisher acknowledges that MS is not obligated to provide and will not be providing any support services for the Software to either the Refurbisher or to the Eligible Recipients.

3.5Refurbisher agrees to the Special Commitments and/or Acknowledgements, as the term is defined.

4Required Records and Reporting

4.1Records. Refurbisher agrees to keep current and detailed records of all activities it undertakes in connection with its refurbishment of Donated PCs and installation of Software on behalf of Eligible Recipients under this Agreement. Such records shall include at least the information specified in section 4.2 and the Recipient Agreements.

4.2Reports. Refurbisher shall provide written reports containing such information as MS may request from time to time, or on a monthly basis if MS requests, including, without limitation, details and numbers concerning:

(i)Donated PCs distributed under this Agreement including their average specifications;

(ii)Software titles and versions installed and distributed under this Agreement;

(iii)Recipient Agreements, and

(iv)MAR COAs.

MS may change the specifics of these reporting requirements from time to time and may designate a website for electronic reporting.

5Audits

MS, or its designated agent, may, during the term of this Agreement and for a period of one (1) year thereafter, carry out periodicaudits or inspections of Refurbisher’s facilities, records and books pertaining to the acquisition or refurbishment of Donated PCs or installation or distribution of Software under this Agreement at any reasonable time or times to verify statements and reports issued by Refurbisher and Refurbisher’s compliance with the terms of this Agreement. Such audit(s) or inspection(s) will be carried out during normal business hours, with or without notice. MS will pay the costs of such audit or inspections, except that if any material discrepancy or omission in the information previously disclosed to MS is discovered, Refurbisher agrees to be responsible for all the costs of any audit or inspection. A material discrepancy or omission is a difference of at least three per cent (3%) in the accuracy of information previously reported to MS, to the detriment of MS, as compared to the actual information disclosed in an audit or inspection.

6Nondisclosure

As permitted by law, each party shall keep confidential the terms and conditions of this Agreement. Refurbisher shall keep confidential any other MS non-public information disclosed to it (for example, license negotiations, terms and conditions, business policies, practices or know-how).

7No Warranties; Disclaimer Of Damages.

To the maximum extent permitted by applicable law, Refurbisher acknowledges that the Software is provided to Eligible Recipients subject to the terms of the applicable Recipient Agreement, including but not limited to disclaimers stating that the Software is provided “AS-IS”, without warranty of any kind. Refurbisher shall have no right to make any warranties or promises on behalf of MS, its affiliates or suppliers with respect to the Software. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,MS HEREBY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTION OF QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, INTEROPERABILITY, AVAILABILITY AND NONINFRINGEMENT. REFURBISHER AGREES THAT NEITHER MS NOR ITS AFFILIATES WILL BE OBLIGED TO PROVIDE PRODUCT SUPPORT SERVICES IN RESPECT OF COPIES OF SOFTWARE INSTALLED ON DONATED PCS IN ACCORDANCE WITH THIS AGREEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MS OR ANY OF ITS AFFILIATES OR SUPPLIERS BE LIABLE TO REFURBISHER, ELIGIBLE RECIPIENTS, OR ANY OF REFURBISHER’S CUSTOMERS OR AFFILIATES FOR ANY DIRECT, CONSEQUENTIAL, INDIRECT, INCIDENTAL, OR SPECIAL DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFIT, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS ON AND EXCLUSIONS OF LIABILITY FOR DAMAGES SHALL APPLY REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF ESSENTIAL PURPOSE, BREACH OF A FUNDAMENTAL TERM, FUNDAMENTAL BREACH OR OTHERWISE.

Refurbisher agrees to waive all its rights to bring any action against MS’ Affiliates and suppliers in respect of any matter which is disclaimed on their behalf in this Section 7 and Refurbisher indemnifies MS for all costs, expenses and damages suffered by MS’ Affiliates in the event of any breach of this undertaking.

8Indemnification

Refurbisher agrees to indemnify, defend and hold MS, its subsidiaries and suppliers harmless from any claims pertaining to Refurbisher’s Refurbishing of the Donated PCs or distribution and/or installation of Software on Donated PCs or otherwise arising from the breach or alleged breach by Refurbisher of any of its obligations or representations hereunder. Refurbisher shall be held liable to MS for activities of third parties that Refurbisher relies on to help identify and deliver to Eligible Recipients to the extent such activities violate this Agreement if such activities were conducted by Refurbisher.

9Term and Termination

This Agreement shall commence on the Effective Date and shall terminate on the Termination Date, and may be renewed for one-year upon written agreement of both parties at that timeand each December 31st thereafter. MS or Refurbisher may terminate this Agreement without cause upon thirty (30) days’ prior written notice to the other party. MS may terminate this Agreement immediately upon notice for Refurbisher's breach of its terms. At termination, the rights granted in this Agreement shall terminate, however the obligations of the Refurbisher in Sections 3 through 15 shall survive.

10Laws, Courts and Jurisdiction.

This Agreement shall be governed by and construed in accordance with the laws of the Jurisdiction Defined, without regard to the conflict of laws provisions thereof. The parties hereby consent to jurisdiction of the courts of the Jurisdiction Defined in the event of any dispute or controversy relating to this Agreement.

Refurbisher shall ensure that its performance under this Agreement complies with any and all applicable laws and regulations. If a court of competent jurisdiction holds any provision of this Agreement to be unenforceable, the remaining provisions will remain in full force and effect.

11Miscellaneous.

11.1This Agreement does not establish a franchise, partnership, joint venture, agency, or contract of employment between the parties.

11.2All distribution and use of the Software is by license only. MS does not authorize all or any portion of the Software to be “issued to the public”, “put into circulation”, or subject to a “first sale” as the copyright laws may use those (or similar) terms.

11.3Upon execution by both Refurbisher and MS, this Agreement (including the attachments hereto) shall constitute the entire agreement between Refurbisher and MS, merging all prior and contemporaneous communications. Except as otherwise expressly provided herein, this Agreement shall not be modified except by a written amendment signed on behalf of Refurbisher and MS by their respective duly authorized representatives.

11.4No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach, and no waiver of any provision or any breach thereof shall be effective unless made in writing and signed by an authorized representative of the waiving party.

12 Signature.

This Agreement shall be effective as of the Effective Date as described above.

To sign the Agreement, Refurbisher clicks the Accept Agreement and Continue button, and completes the .NET Passport login and Refurbisher registration form.By signing, you evidence your intent to be legally bound by all terms. If Refurbisher does not wish to sign, click on "Cancel."All terms are important, so please read them now.

"Accept Agreement and Continue" Button "Cancel" Button

MAR Agreement 1

ATTACHMENT A - Definitions

“Affiliate” means with respect to a party, any legal entity that party owns, that owns that party or that is under common ownership with that party. Ownership means more than 50% ownership interest.

"Administrative Fee" means the fee Refurbisher pays to the MAR Administrator to enable the MAR Administrator to cover its MAR administrative and materials costs. The fee is specified at from time to time.

“Donated PC” means a PC that meets all of the following criteria:

(a) has CPU and motherboard intact,

(b) meets the Minimum Specifications,

(c) had, to the best of Refurbisher's knowledge, an original Windows Operating System previously installed on it,

(d) is previously used (i.e., operated for a period of time such that it would not pass in normal trade as a new or substantially new PC),and

(e) is donated or substantially donated (i.e., donated in exchange for payment of significantly less than its fair market value) to the Refurbisher.

“Eligible Recipient” means an entity or individual worldwide, unless otherwise geographically limited by the definition below, which is either (a) an Eligible Charitable Organization, (b) a Eligible Academic User, and/or (c) an MS Specially Approved Recipient so long as such entity or individual is not a Prohibited Recipient or otherwise prohibited by applicable law. Each of these three categories are defined below.

(a) Eligible Charitable Organization defined as an entity satisfying the MS Software Donation Eligibility Guidelines which shall be made available by MS to Refurbisher on the World Wide Web at a site MS identifies (the “Donation Eligibility Website”) or by some other reasonable means and which are based on the Microsoft Worldwide Software Donation Eligibility Guidelines. The MS Software Donation Eligibility Guidelines are subject to change from time to time in MS’s sole discretion, provided that MS will endeavour to post notice of any changes on the Donation Eligibility Website no less than 30 days in advance of their effective date as it applies to this Agreement.

(b) Eligible Academic Usersdefined (and distinguished from qualified educational user definition used with other MS programs) as either --

(i) Educational Institutions - Defined as either -

((a)) An academic or vocational institution accredited by the applicable governmental regulatory agency in the country in which the Educational Institution, or the Refurbisher, has its principal offices.

((b)) Also, A preschool meeting all of the following criteria:

((i)) is an early childhood program incorporated for the purpose of providing educational services to children between two and five years of age, and which serves minimum of ten such children; and

((ii)) has been in operation for at least one year.

(ii) Administrative Offices of an Educational Institution- Defined as --

((a)) district, regional, state or national administrative offices of the public Educational Institutions defined in (b)(i) above,

((b)) administrative entities organized and operated exclusively for the administration of the private Educational Institutions defined in (b)(i) above, or

((c)) other government entities substantially all of whose activities consist of administrative support for public Educational Institutions defined in (b)(i) above.

(iii) Public Libraries - Defined as those entities that meet all of the following criteria:

((a)) provide general library services without charge to all residents of a given community, district or region;

((b)) supported by public or private funds;

((c)) makes its basic collections and basic services available to the population of its legal service area without charges to individual users, but may impose charges on users outside of its legal service area; and

((d)) may or may not provide products and services, beyond its basic services, to the public at large with or without individual charges.

(iv) Public Museums - Defined as those entities that meet all of the following criteria:

((a)) are a public or private agency or institution organized on a permanent basis for essentially education or aesthetic purposes;

((b)) utilize a professional staff; and

((c)) own or utilize tangible objects, care for them and exhibit them to the public on a regular basis.

(Note: Not included unless elsewhere provided in the Eligible Recipient definition are, among others, faculty, staff, and students of any educational institution; home school programs; hospitals; healthcare systems; and research laboratories.)