MICROSOFT CLOUD ACCELERATOR EVENTS PROGRAM FOR MPN PARTNERS

PROGRAM GUIDE

Published October 2022

1. Program Overview
This Microsoft Cloud Accelerator Events Program for MPN Partners Program Guide describes the
Microsoft Cloud Accelerator Events Program for MPN Partners or its successor program, however named
(the “Program”), which is described in more detail at https://aka.ms/cloudaccelerators/events
(“Accelerator Events Website”). The Program is intended to provide you (“Participant”, together with
Microsoft, the “Parties”, and each, a “Party”) with the opportunity to engage with and enable Program-
approved customers to reap the benefits of integrating Microsoft products and services. Your
participation in the Program is subject to the eligibility requirements described below, and the terms of
this Program Guide (the “Accelerator Program Terms”), the terms of the attached Microsoft Cloud
Accelerator Events Program Additional Program Terms (the “Additional Accelerator Program Terms”
and together with the Accelerator Program Terms, collectively, these “Program Terms”), as well the
Microsoft Partner Network Agreement or Microsoft Cloud Partner Program Agreement (whichever is
applicable) between you and Microsoft (the “MPN Agreement”), the terms of which are incorporated by
reference.
The Program shall be considered a MPN Program in accordance with Section 1(b) of the MPN Agreement
and capitalized terms used but not defined in these Program Terms have the meanings assigned to them
in the MPN Agreement. In the event of a conflict between the terms of any of the aforementioned
documents, the following is the order of precedence: (a) the MPN Agreement; (b) the Accelerator Program
Terms; (c) the Additional Accelerator Program Terms; and (d) the “Partner Criteria” on the Accelerator
Events Website. These Program Terms, including payment processes, are subject to local requirements
that may vary by jurisdiction. In the event that Microsoft provides Participant with written notice of any
such additional terms required to comply with local requirements, Participant agrees that such terms shall
be deemed to be incorporated into and made a part of these Program Terms.
BY PARTICIPATING IN THE PROGRAM, SUBMITTING INFORMATION TO MICROSOFT IN
CONNECTION WITH THE PROGRAM, ACCEPTING ANY PAYMENTS FROM MICROSOFT AS A RESULT
OF THE PROGRAM, OR CONTINUING TO PARTICIPATE IN THE PROGRAM AFTER AN UPDATE TO
THESE PROGRAM TERMS, PARTICIPANT AGREES TO AND ACCEPTS THESE PROGRAM TERMS.

2. Modification of Program Terms

Microsoft may update or modify these Program Terms from time to time by written notice to Participant
in accordance with Section 10 of the MPN Agreement. Any such modified or updated Program Terms will
apply commencing on the date of notification. Participant’s continued participation in the Program,
submission of any claim or information to Microsoft in connection with the Program or acceptance of any
payments from Microsoft under the Program will constitute Participant’s assent to the updated or
modified Program Terms.

3. Term and termination

The Program begins on November 1, 2022, and continues until June 30, 2023 (“Program Term”) unless
earlier terminated in accordance with this section.

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Microsoft may cancel or terminate the Program at any time. Additionally, Microsoft may remove
Participant from the Program as set forth in Section 5 of the Additional Accelerator Program Terms, and
Participant may end its participation in the Program or a Program activity at any time by providing notice
to Microsoft via email to eventsupport@cloudaccelerator.microsoft.com. In either event, Microsoft will pay
Participant any payments due, provided that Participant meets the ”Partner Criteria” on the Accelerator
Events Website to receive payment for Approved Activities which have been completed up through the
date that the Program is cancelled or terminated or Participant’s participation ends.

4. Participant Eligibility
To be eligible for participation in the Program, Participant must:
1. Have an active MPN membership and remain in compliance with these Program Terms;
2. Provide any required banking information, including account number(s), to Microsoft or the third-
party payment vendor authorized and designated by Microsoft for the purpose of receiving
payments under this Program and agree that if Participant fails to provide the required banking
information within sixty (60) days of submission of Participant’s Proof of Execution (“POE”), then
any payment due towards any completed Approved Activity (as defined in the Additional
Accelerator Program Terms) are subject to forfeiture;
3. Meet the “Partner Criteria” for each activity as set forth on the Accelerator Events Website,
together with any additional eligibility requirements as determined by Microsoft from time to
time;
4. Be a qualified transacting partner as specified in the MPN Agreement and with a practice using a
“Microsoft Modern Workplace” solution;
5. Provide the required POE to Microsoft or its designated third party by the deadline provided by
Microsoft or such third party;
6. Be an active in the Program as determined by Microsoft. For example, Participants with no new
workshop activity for sixty (60) days will be removed; and
7. Not be located in Armenia, Azerbaijan, Kazakhstan, Kyrgyzstan, Moldova, Turkmenistan, Tajikistan,
Ukraine, Uzbekistan, and Russia or be listed on the Accelerator Events Website as excluded from
Program participation.

5. Program Communications
1. Communications with Participant.

i. Microsoft will send Program communications in accordance with Section 10 of the MPN
Agreement, as well as via email (including automated email distribution systems). These
communications will include commercial information concerning the Program and associated
Microsoft 365 services and technologies. This commercial information may consist of Program
participation requirements, Program eligibility requirements, product roadmap and feature
updates, Program best practices and guidelines and training opportunities related to
Microsoft 365 technologies.

ii. Microsoft will communicate Program changes in accordance with Section 10 of the MPN
Agreement, as well as via email (including automated email distribution systems) to the
Primary contact (as defined in Section 5(2) of these Program Terms) designated by the
Participant.

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 iii. Microsoft will distribute via automated email distribution systems, no more than twelve (12)
times per year, satisfaction survey invitations to contacts associated with participating
partners. The purpose of this survey is to gauge satisfaction with various elements of the
Program and solicit feedback to improve the Program. Participation in the survey is voluntary
but encouraged.

2. Required contacts. Participant is required to provide and maintain a minimum of two (2) contacts
for Program communications. These contacts are to be designated as “Primary” and
“Accounting”. It is possible that the same individual is the contact for both roles. The Primary
contact should be the person responsible for day-to-day Program participation and success. The
Accounting contact should be the person responsible for tracking and managing incentive
payments accruing from Program participation.

6. Payments
Payments will be made to Participant by Microsoft as described below, in accordance with and in the
amounts set forth in the Additional Accelerator Program Terms. Unless otherwise stated, any payment to
Participant under this Program is independent of any other Microsoft program.
Microsoft will submit payment to Participant within ninety (90) days after the date on which Participant
has (i) submitted and had approved by Microsoft any POE and/or report(s) required by Microsoft and (ii)
complied with all additional requirements of these Program Terms. Participant must report any errors,
issues or disputes regarding the calculation and payment of payments to Microsoft in accordance with
Section 3(c) of the Additional Terms for MPN Programs of the MPN Agreement.
Microsoft may, at its sole discretion, withhold payment if Participant fails to comply with these Program
Terms, including if Participant: (i) fails to provide the required POE, or reports within the timeframe
specified in these Program Terms; (ii) distributes non-genuine product or (iii) Participant’s employees,
agents or representatives are found to be in violation of Microsoft’s intellectual property rights. If
Microsoft determines that Participant has not complied with these Program Terms, Microsoft may require
Participant to return or reimburse Microsoft for all or part of any payment issued to Participant.
Payments will be made in U.S. dollars.
Microsoft reserves the right to change the payout structure and number of Eligible Activity(ies) and/or
Approved Activity(ies) (as defined in the Additional Accelerator Program Terms) based on Participant’s
and/or Program-approved customers’ country location as described in the Program FAQ found on the
Accelerator Events Website. “Eligible Activity(ies)” means activities that Microsoft may approve to deliver
to a Qualifying Customer (as defined in Section 2 of the Additional Accelerator Program Terms) that may
result in a payment to Participant.
Participant may be invited by Microsoft to use a secure site to submit banking details. Valid banking
details are required for Microsoft to pay Participant. Failure to submit or correct banking details after the
third (3rd) notification will result in the claim for payments being cancelled and the corresponding
payments forfeited. The recipient identified in the banking details must be a company. The company
name must be the same as the name of the Participant making a claim for payments under this Program.
Registration with personal banking details instead of company banking details will result in any such
claims being rejected.
Unless otherwise expressly approved by Microsoft in writing, Participant may not offset, credit or
otherwise apply any funds towards any amounts due from Participant to Microsoft under any other
program, agreement or invoice with Microsoft or its Affiliates. “Affiliate” means any entity that directly or

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indirectly controls, is controlled by, or is under common control with a Party, where “control” means the
ownership of, or the power to vote, at least fifty percent (50%) of the voting stock, shares or other equity
interests of the entity, or the effective ability to control the management and direction of the entity.

7. Reporting and Proof of Execution

Participant will provide timely, accurate and complete reports (at a frequency and in the format required
by Microsoft) as may be required by Microsoft in the Additional Accelerator Program Terms set forth
below. If Participant has more than one sales location, reporting may be required on a sales-location
basis, which reporting would include the location designation (name and number), street address, city,
and postal code for each sales location.

Microsoft may verify the accuracy of Participant’s reporting and POE by any means, including by: (i) third
party sources; (ii) audit of Participant’s books and records; and (iii) requiring Participant to have its
authorized officer submit a statutory declaration certifying Participant’s reports.

8. Compliance and monitoring

Unless otherwise set forth in these Program Terms or agreed upon in advance by Microsoft in writing,
Participant is not eligible to receive or use payments for Program activities if Participant receives funds
intended for the same activities under a separate Microsoft or third-party program.

Participant is solely responsible for creating and managing its participation in any Program activity in
compliance with all applicable laws and regulations (including advertising and privacy).

9. Limitation of Liability and Indemnification

To the maximum extent permitted by applicable law, in no event will Microsoft or any of its Affiliates be
liable for any consequential, indirect, incidental, punitive, or special damages whatsoever, including
damages for loss of business profits, business interruption, loss of business information, and the like for a
breach of these Program Terms or otherwise related to the Program, even if Microsoft has been advised
of the possibility of such damages. Microsoft’s and its Affiliates’ aggregate liability arising from these
Program Terms or the Program, and Participant’s exclusive remedy, will be limited to Participant’s direct
damages not to exceed the amount paid to Participant under these Program Terms for the activities in
connection with which the claim arose.
Participant will indemnify, hold harmless and defend Microsoft and its Affiliates from and against any
third-party claims, demands, costs, liabilities, losses, expenses and damages (including legal fees, costs
and expert witness fees) (collectively, “Claims”) arising out of or in connection with Participant’s
performance under the Program or these Program Terms, including any Claims made in connection with
any Program activities by or on behalf of Participant.
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MICROSOFT CLOUD ACCELERATOR EVENTS PROGRAM

ADDITIONAL PROGRAM TERMS
Program Details:
For each listed activity:
1. Participant will sign-up at the Accelerator Events Website and submit required customer-related
information for Microsoft review and approval. Once approved by Microsoft, an event is a

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 “Qualifying Event.” Microsoft will notify Participant as to the activity(ies) that Participant is
approved to deliver to a Qualifying Customer(s) (as defined in Section 2 of the Additional
Accelerator Program Terms) (“Approved Activity(ies)”), in accordance with the activity specifics
set forth in these Additional Accelerator Program Terms and the Accelerator Events Website.
2. “Qualifying Customers” means commercial businesses excluding education, public pector, non-
profit, or state-owned entities. Qualifying Customers are limited to attend one time per Program.
Participant must complete the Approved Activity(ies) with the Qualifying Customer(s) and submit
the required POE upon the earlier of: (1) ninety (90) days from when Microsoft notifies Participant
of an Approved Activity(ies), or (2) the POE submission deadline noted on the Accelerator Events
Website. If Participant fails to submit the POE within ninety (90) days or by the POE submission
deadline, as applicable, the activity will be deemed an expired activity, resulting in the automatic
revocation of Microsoft’s approval of customer and activity; Participant will need to re-submit the
Qualifying Customer nomination.
3. If Participant conducts the Approved Activity(ies) with the Qualifying Customer(s) within the
ninety (90) days, then subject to the Program Terms, Participant will be eligible to receive funding
up to the amount specified for the activity. The proportion of the funds payable by Microsoft shall
be determined by Microsoft in its sole discretion, by reference to the POE provided by Participant
and Microsoft’s internal records.
4. Participant may earn up to the maximum earnings specified in the Accelerator Events Website.
5. For the avoidance of doubt, Program funding may solely be used to support Program activities
and reimbursement of partner expenses associated to delivery of Approved Activities, and
Participant may not use proceeds from the Program for any other purposes, including employee
compensation, earnings quotas, or net revenue.

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