MPN OFFER PURCHASE TERMS AND CONDITIONS

If there are fees associated with a MPN Offer that you have enrolled in or are participating in (“Offer Fees”), then
these terms and conditions will apply to such MPN Offer and you agree to pay Microsoft the applicable Offer Fees.
Offer Fees are pre-paid in advance for a 12-month term (“Offer Term”). The initial Offer Fees for a MPN Offer is payable
upon enrollment in the applicable MPN Offer. Microsoft may change the Offer Fees for subsequent Offer Terms. Offer
Fees are estimated and are subject to variations, such as foreign exchange rates.
a. Your Billing Account. You will be asked to provide a payment method at the time you enroll in a MPN Offer.
By providing Microsoft with a payment method, you (i) represent that you are authorized to use the payment
method that you provided and that any payment information you provide is true and accurate and (ii)
authorize Microsoft to charge you for the applicable Offer Fees using your payment method. Microsoft may
bill you (a) in advance; (b) at the time of purchase; (c) shortly after purchase; or (d) on a recurring basis.
Microsoft may bill you at the same time for more than one of your prior billing periods for valid amounts that
were not previously processed.
b. Renewal of MPN Offers Requiring Offer Fees.
(1) Annual Renewal. MPN Offers requiring payment of Offer Fees will need to be renewed on an annual basis.
Your enrollment in a MPN Offer may only be renewed if you continue to meet the eligibility requirements
established for the applicable MPN Offer and you pay the Offer Fees established for the applicable MPN
Offer.
(2) Automatic Renewal. We may offer an auto-renewal feature to automatically renew your enrollment in a
MPN Offer and the applicable Offer Fee for such renewal. You have the option to deselect or opt out of
auto-renew. If you elect to participate in such auto-renewal, the following subsections will apply.
(i) You represent and warrant that the credit card, debit card or bank account used to make automatic
payments under these Offer Terms was established primarily for business purchases and not for
personal, family, or household purposes.
(ii) You acknowledge and agree that (1) unless a different term is specified, you are pre-paying for a
12-month term Offer Term for the MPN Offer, (2) your enrollment in the applicable MPN Offer will
automatically renew at the end of each Offer Term, and (3) Microsoft may charge your stored
credit or debit card or bank account (the “Stored Payment Method”) seven days prior to the first
day of each new Offer Term (the “Anniversary Date”), unless you cancel or Microsoft terminates
your participation in the applicable MPN Offer before the Anniversary Date (or Microsoft no longer
offers the MPN Offer).
(iii) If your Stored Payment Method is no longer valid, has expired, or for any reason will not accept
charges, (1) Microsoft will attempt to contact you to effect payment prior to the Anniversary Date
and (2) Microsoft will not be responsible for any overdraft charges or fees that you may incur. If
payment is not received by the Anniversary Date, your enrollment in the MPN Offer may be
suspended or terminated. Upon providing new, valid payment method such payment method will
become the new Stored Payment Method and will be used to charge any subsequent Offer Fees.
(iv) Prior to any Anniversary Date, we will send a renewal notice to the email address set forth in your
MPN membership account (the “Renewal Notice”). The Renewal Notice will advise you that your
participation in the applicable MPN Offer is about to end, the date of the Anniversary Date, and
the Offer Fees applicable to renew your participation in the applicable MPN Offer. To avoid your
Stored Payment Method being charged for the next Offer Term, you must cancel your enrollment
in the applicable MPN Offer no later than seven days prior to the Anniversary Date by following the
instructions in the Renewal Notice or as set forth on the MPN Website.
(v) You are responsible for timely canceling your enrollment in MPN Offers regardless of whether you
receive a Renewal Notice so it is your responsibility to keep a record of when the Offer Terms ends
and the next Anniversary Date for each MPN Offer in which you are enrolled. Notwithstanding the
foregoing, Microsoft will refund the Offer Fees for any automatic renewal payment if you cancel

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 your enrollment in the renewed MPN Offer within 30 calendar days after the Anniversary Date of
such MPN Offer and where you have not used any software benefits associated with such MPN
Offer during such 30 calendar day period. After the end of such 30 calendar day period or if you
have used the software benefits during the 30 calendar day period, the Offer Fees for the renewed
MPN Offer is non-refundable.
(3) Suspension. We may suspend or cancel your participation in a MPN Offer if we do not receive an on time,
full payment of the Offer Fees from you. Suspension or cancellation of the Services for non-payment
could result in a loss of access to and use of your account and its content.
c. Refund Policy. Unless otherwise provided by law or by a particular MPN Offer, all purchases are final and non-
refundable. If you believe that Microsoft has charged you in error, you must contact us within 30 calendar
days of such charge. No refunds will be given for any charges more than 30 calendar days old. Microsoft
reserves the right to issue refunds or credits at our sole discretion. If we issue a refund or credit, we are
under no obligation to issue the same or similar refund in the future. This refund policy does not affect any
statutory rights that may apply.
d. Taxes.
(1) Offer Fees exclude all applicable taxes and currency exchange settlements, unless stated otherwise. You are
solely responsible for paying any taxes or other charges associated with the Offer Fees. Taxes are calculated
based on your location at the time of your MPN registration. Connecting to the Internet via a corporate or
other private network that masks your location may cause the Offer Fees to be different from those displayed
for your actual location.
(2) Neither party is liable for any taxes the other is legally obligated to pay, including but not limited to net
income or gross receipts taxes, franchise taxes, and property taxes, which relate to any transactions
contemplated under these Offer Terms. Each party will pay to the other any sales, use or value added taxes
it owes due to enrolling in an MPN Offer and which the law requires be collected from it by the other party.
Neither party will collect taxes covered by a valid exemption certificate provided by the other. Each party
agrees to indemnify, defend and hold the other party harmless from any taxes or claims, causes of action,
costs (including, without limitation, reasonable attorneys’ fees) and any other liabilities related to the
indemnifying party’s tax obligations.
(3) If the law requires that taxes be withheld from any payments from one party to the other, such amounts will
be withheld and paid to the appropriate taxing authority. The party that withholds such taxes will secure and
deliver to the other party an official receipt for those withholdings and other documents reasonably
requested by the other party in order to claim a foreign tax credit or refund. The parties will use reasonable
efforts to minimize any taxes withheld to the extent allowed by law.