MICROSOFT Ireland Operations Ltd. Tel: +353 1 295 3826
The Atrium Building, Block B Fax: +353 1 706 4110
Carmanhall Road Technical Support: +353 1 706 5353
Sandyford Industrial Estate
Dublin 18
Ireland
RE: Microsoft® Windows 8 and Windows RT
Dear Reseller
The purpose of this letter is to detail the terms and conditions in connection with the Street Date (as defined below), presale and preorder of Windows 8 and RT Products (as defined below).
RETAILER, its affiliates and subsidiaries may use Windows 8 and Windows RT materials, including logos, brand guidelines, messaging and other content provided by Microsoft (the “MS Assets”), associated with the distribution of any edition of Windows 8 preinstalled on personal computers, tablets or other devices (the “Windows 8 Devices”), any edition of Windows 8 not preinstalled on a Windows 8 Device (the “Windows 8 FPPs”), and Windows RT preinstalled on tablets or other devices (the “Windows RT Devices”, and together with Windows 8 FPPs and Windows 8 Devices, collectively the “Windows 8 and RT Products”) only in accordance with this letter and subject to any separate licensing program and brand guidelines for Windows 8 and RT Products. To the extent any term of such license agreements and brand guidelines conflicts with this letter, this letter will control.
Street Date; General Restrictions
Microsoft is instituting an October 26, 2012 date (the “Street Date”) for general availability of Windows 8 and RT Products. The Street Date covers the Windows 8 and RT Products. RETAILER agrees that:
· RETAILER will not distribute any Windows 8 and RT Product prior to the Street Date except as permitted in this letter.
· RETAILER will not advertise or promote any Windows 8 and RT Product to customers prior to the Street Date except as permitted in this letter or as otherwise expressly permitted notwithstanding the restrictions set forth herein.
RETAILER acknowledges that the Street Date may be changed by Microsoft at any time at Microsoft’s sole discretion prior to the Windows 8 and RT Products being made available.
Preorder/Presale Restrictions; Reservation Information; Limited Use of MS Assets
RETAILER may not take preorders or make presales of any Windows 8 and RT Product prior to three (3) days before the Street Date. For such permitted presales or preorders, RETAILER may ship a Windows 8 and RT Product by public carrier prior to the Street Date, provided that RETAILER obtains from the carrier proof of delivery and a guarantee that no customer will receive the Windows 8 and RT Product before the Street Date. Proof of violation is an early dated carrier slip.
For clarity a “presale” or “preorder” will not include orders or sales where the customer has not selected and paid for a Windows 8 and RT Product.
Beginning October 12, 2012, RETAILER may take any information (the “Reservation Information”) from any customer that express interest in or reserves any Windows 8 and RT Product, provided that RETAILER does not:
· Communicate any terms of delivery for such Product on or after a specific date earlier than three days prior to the Street Date by, for example, confirming the order or providing an availability date or specific delivery date, actual or anticipated, for such Product.
· Receive payment for such Product earlier than three days prior to the Street Date, including charging a credit card, accepting a check or cash, or otherwise receiving payment. RETAILER shall not be deemed to have received payment if this information includes payment information and credit card authorizations so long as the payment or charge is not executed until three days prior to the Street Date.
· Arrange for pick-up and/or delivery of such Product before the Street Date.
Beginning October 12, 2012, RETAILER may use the following MS Assets, subject to any license agreement and brand guidelines, solely in connection with taking Reservation Information for a Windows 8 and RT Product:
· For taking online Reservation Information on RETAILER’s web sites, the following MS Assets may be used on such web sites:
o Windows 8 and Windows RT logos
o Windows 8 and Windows RT Start Screen images
o Windows 8 and Windows RT messaging / copy
o Windows 8 and Windows RT video content
o Windows 8 and Windows RT branded visual merchandising
o Windows 8 and Windows RT branded digital marketing materials
· For taking in-store Reservation Information and general set up for in-store merchandising and display in connection therewith at RETAILER’s physical stores, the following MS Assets may be used at the stores:
o Windows 8 and Windows RT logos
o Windows 8 and Windows RT messaging / copy
o Windows 8 and Windows RT video content
o Windows 8 and Windows RT branded visual merchandising
o Windows 8 and Windows RT branded digital marketing materials
o Windows 8 and Windows RT demo solution on Windows 8 Devices and Windows RT Devices
General Advertising and Promotion; Expanded use of MS Assets
Beginning October 19, 2012, RETAILER may use the following MS Assets, subject to any license agreement and brand guidelines, for general set up for in-store merchandising and display and to promote Windows 8 and RT Products in circular advertisements, direct mail and catalogs, print advertising, email marketing, banner advertising, Windows 8 and Windows RT brand showcase and similar Windows 8 and Windows RT landing pages:
· Windows 8 and Windows RT logos
· Windows 8 and Windows RT messaging / copy
· Windows 8 and Windows RT video content
· Windows 8 and Windows RT branded visual merchandising
· Windows 8 and Windows RT branded digital marketing materials
· Windows 8 and Windows RT demo solution with associated demo content
Microsoft Ireland Operations Limited (MIOL)
Attention: Danielle O’ Shea
Atrium Building Block B, Carmen Hall Road,
Sandyford Industrial Estate, Dublin 18, Ireland
APPENDIX 1
To
RETAILER STREET DATE AGREEMENT
For the purposes of this Street Date Agreement:
“Street Date” means: 26th October, 2012
“Street Date Products” means: All Windows 8 Products, including any version of Windows 8 pre-installed on personal computers
MICROSOFT Ireland Operations Ltd
Directors: Benjamin Orndorff (US), Keith Dolliver (US), Thomas Heerey (IRE/AUS), Tracy Neighbors (US).
Registered number: 256796 Registered Office: 70 Sir John Rogerson’s Quay, Dublin 2 V.A.T. Reg No. IE8256796U