Microsoft BizSpark Program Agreement This Microsoft BizSpark Program Agreement, including terms incorporated into it by reference is an agreement (“Agreement”) between you and Microsoft Corporation or based on where your principal place of business is located, one of its affiliates. “Microsoft,” “we,” “us,” or “our” means Microsoft Corporation and its affiliates, as appropriate. You may also look up the Microsoft affiliate serving your country (www.microsoft.com/worldwide). Please read this Agreement carefully. It governs your access to and participation in the Microsoft BizSpark Program (“Program”), including access to and use of benefits described under Section 4 that you may receive through the Program (“Program Benefits”), unless other terms accompany certain Program Benefits, in which case those terms apply. By registering for the Program, clicking an “Accept” or “Submit” button, a checkbox, or other functionally equivalent control, or by using, accessing or participating in any Program Benefits, you confirm that you acknowledge and agree to the terms and conditions of this Agreement, and you represent and warrant that you have the authority to bind the participating startup company and its authorized users to its terms. You are responsible for communicating the terms of this Agreement to your employees and contractors, and ensuring their compliance with its terms. If you do not agree, do not register for the Program or access any Program Benefits. Please read, print and save a copy of these terms and conditions for your records because a copy may not be saved for you.

1. Purpose BizSpark is a global program that allows Microsoft to help early-stage software development startups succeed by giving them access to a valuable portfolio of Microsoft products, software, cloud services, developer tools, services, support, visibility, and other ongoing offers, at zero cost, for the Term. Program Benefits help startups design, develop, test and demonstrate software solutions for deployment as web-based software as a service (SaaS) solutions. BizSpark helps entrepreneurs not only start, but grow their businesses. Program participation is completely voluntary and does not create any expectation of compensation.

2. Eligibility In this Agreement, “you” or “startup” means the named, designated company that: (a) is a corporate entity legally formed under the laws of its principal location in the world, (b) is actively engaged in the primary business of developing a new software-based product or service (“solution”), (c) is privately held and not a public company or subsidiary of a public company, (d) maintains an active, public website on its own domain, (e) has been in business for less than five (5) years, and (f) has less than one million U.S. Dollars (USD$1Million) in annual revenue. Nonprofit companies are generally not eligible for the Program because they may be eligible to receive similar benefits through Microsoft Philanthropies (https://www.microsoft.com/en-us/philanthropies/product-donations/eligibility/). Startups in the business of developing dashboards, HTML editors, utilities, websites, and similar technologies not generally considered to be primary services or software applications, or that are consultants or systems integrators (SIs), are not eligible for the Program. A designated individual member of the startup who accepts, and is authorized to accept, this Agreement on behalf of the startup is the “Administrator”. The Administrator represents and warrants that he/she has the full authority of the startup to bind it for all legal and business purposes. “Authorized User” will mean any individual authorized by the startup through its Administrator to access Program Benefits subject to the terms of this Agreement. An Authorized User must be an individual member of the startup (e.g., a founder, key person, officer, employee or contractor) who requires access to Program Benefits to do work in direct support of the startup’s solution development. The Administrator is also an Authorized User. Program Benefits may not be provided to any users who are not Authorized Users doing work that directly supports the startup’s solution development.

All terms of this Agreement are binding on you, your Administrators and your Authorized Users. By using, accessing or using any Program Benefits, Administrator and Authorized Users acknowledge, accept and agree to be bound by the terms of this Agreement, including any supplemental or incorporated terms, or any terms associated with a particular Program Benefit. If Administrator or an Authorized User does not agree to these terms, they may not access or use Program Benefits. The above notwithstanding, eligibility for the Program is evaluated on a case-by-case basis; Microsoft in its sole discretion will determine individual eligibility. Continued access to the Program and Program Benefits may, at Microsoft’s sole discretion, be based on your engagement with the Program and adherence to the terms of this Agreement.

3. Program administration, updates or changes Microsoft reserves the right to modify, revise, change or discontinue any aspect of the Program, these terms or Program Benefits, at any time. Changes may be posted at (https://bizspark.microsoft.com) (“Program Website”), or communicated to you by email notification, presented upon log-in or through other reasonable means. Participating in the Program or using Program Benefits after the changes become effective means you agree to the new terms. If you don’t agree to the new terms, you must stop using the Program Benefits and exit the Program. Otherwise, the new terms will apply to you.

4. Program Benefits The Program may provide access to certain Program Benefits at no cost to you, expressly intended to support your solution development. Program Benefits are personal to you and your Authorized Users and may not be transferred, sold, shared, sublicensed, assigned, or lent. Access to and use of such Program Benefits are subject to the terms of this Agreement and any applicable separate terms, such as click-through license terms. You must be a current, active member of the Program and an Authorized User to access Program Benefits. You may not provide access to or use of any Program Benefits to third parties. Potential Program Benefits that you may access include, but are not limited to:

a. Access to prerelease information. If you are granted access to any prerelease information around Microsoft technologies or businesses, such information is subject to your acknowledgement of, agreement and strict adherence to the confidentiality obligations under Section 9 (Confidentiality) of this Agreement.

b. Online community forums. If you are invited to participate in Microsoft online forums, you agree to follow all applicable codes of conduct.

c. Microsoft products; software; cloud services; developer tools. If provided to you through the Program, your use of Microsoft products, software, cloud services, or developer tools (e.g., by your Authorized Users) will be governed by, and you and your Authorized Users must accept, their applicable separate terms and conditions, which may include limitations on your use that differ from the terms applicable to the standard or commercial version of such products or services. If specific limitations on your use of Program Benefits is communicated to you in any way, those limitations shall apply, notwithstanding any less restrictive rights contained in any standard license terms applicable to the commercial version of the product or service. The software provided as a Program Benefit is licensed, not sold, and Microsoft reserves all rights to the software not expressly granted by Microsoft, whether by implication, estoppel, or otherwise. Installation or use of these benefits by you and your Authorized Users are subject to their applicable separate license terms, such as click-through end user license agreements or terms of service, except for any changes to those terms that are provided in this Agreement or on the Program Website on in any supplemental terms. You and Authorized Users may only use these benefits in a virtual environment if expressly allowed by the specific product end user license. You and Authorized Users may not use Program Benefits to develop any form of malicious software or spamware. You are responsible for the use of any product activation keys assigned to you and your Authorized Users. You may not resell, share, assign, or otherwise transfer keys. Key activity is monitored. Microsoft reserves the right to suspend or terminate your Program participation or access to Program Benefits, without any notice or

obligation to you, if Microsoft detects suspicious activity related to keys or activations. Microsoft reserves the right to determine in its sole discretion whether an activity constitutes suspicious activity. Microsoft may deactivate or otherwise limit your keys when your Program participation ends. Deactivated keys will not be able to activate software. You agree that your Authorized Users will not engage in or facilitate the unauthorized manufacture, duplication, delivery, sale, transfer or use of counterfeit, pirated, unlicensed or illegal Microsoft products or services, or otherwise infringe any of Microsoft’s intellectual property rights. You and Authorized Users will timely report to Microsoft any suspected counterfeiting, piracy or other intellectual property infringement, and will reasonably cooperate with Microsoft and its affiliates in the investigation of any such activities. Unless expressly allowed in the Program, you and your Authorized Users will not use Program Benefits to provide any services to others (such as hosting, web agency, integration or outsourced development, etc.). The software may include third party code. Any third party scripts or code, linked to or referenced from the software, are licensed to you by the third parties that own such code, not by Microsoft. Notices, if any, for the third party code are included for your information only.

d. BizSpark Program Supplemental Terms. If one or more Visual Studio subscriptions are provided to you or your Authorized Users through the Program, installation and use of any included software (e.g., by your Authorized Users or Administrator) is subject to the not-for-resale (NFR) version of the Microsoft Software License Terms for Visual Studio subscriptions (https://msdn.microsoft.com/en-US/subscriptions/jj901639). You may receive additional rights to certain software titles within the Visual Studio subscription that supplement and modify use rights in the standard license with respect to such titles.

e. Event participation. If provided through the Program, you may be invited to attend certain Microsoft-sponsored or hosted events. Such events will have separate terms and conditions associated with their registration and attendance, which you must agree to in order to attend.

f. PR, marketing support or other promotional activities. If provided through the Program, Microsoft may provide certain PR, marketing or promotional exposure in connection with your participation in the Program. If so, you will provide to Microsoft materials, artwork, and other information as required to enable us to conduct these activities. As a Program participant, you also agree to cooperate with Microsoft to create additional Microsoft-owned content (e.g., case studies, white papers, articles, tutorials, and videos) (“PR Content”) in connection with your participation in the Program.

i. You acknowledge and agree that you (including your employees and contractors) may be recorded in connection with your Program participation; if Microsoft interviews, records, videotapes, or otherwise produces media or content that contains you in connection with your participation in the Program, you grant to Microsoft and its affiliates a an unrestricted, perpetual, worldwide, royalty-free, irrevocable license, with rights to assign and sublicense, to use your name, image, likeness, voice, social media identifiers, or other aspects of your personality (and those of your employees and contractors) as depicted in or related to the PR Content, and you agree to obtain sufficient permissions from any of your employees or contractors whose quotes, names, or pictures appear in the PR Content, in order to grant these rights.

ii. Both you and Microsoft may reference the fact that you are or have been a participant in the Program and your use of Microsoft technologies.

iii. Microsoft may display your name, trademarks, service marks, logos, and other identifying information (“Marks”) in the PR Content. Microsoft will create and own the PR Content, except for your Marks.

iv. You agree to release Microsoft, its contractors, agents, and employees from any claims relating to use of the PR Content, so long as such use is in accordance with the rights granted under this section.

v. You waive any right to inspect or approve any use of the PR Content, and any payment or additional consideration for any use of the PR Content, which may be modified, cropped or combined with other content such as images, video, audio, text and graphics.

g. Third-party services or introductions. If provided through the Program, Microsoft may: i. Pay, on your behalf, the cost of certain services to be delivered to you by a third-party firm under

separate terms and conditions to be executed directly between you and the firm, or

ii. Introduce you to third parties, including but not limited to accelerators, mentors, advisors, technology partners, peers, investors, business consultants, lawyers, accountants or other professionals.

Microsoft will not be deemed a party to any relationships you establish with any third party. You acknowledge that Microsoft is not liable for any services you may choose to obtain from such party, or any relationship you may have with any such party, regardless of whether Microsoft has directly or indirectly funded or facilitated such services or relationships.

h. Technical engagement. If Microsoft invites you, and you agree to participate in deeper technical engagement (for example, a hackfest, hackathon, coding event, technical collaboration, or similar activity) in connection with your participation in the Program, separate event-specific terms and conditions of participation may apply, and you must accept them in order to participate. The following terms will also apply:

i. Microsoft limited advice: If Microsoft provides any limited advice and suggestions to you regarding your own business plans, architecture, features and performance of your own products and services, you acknowledge that (1) you have sole and absolute discretion regarding whether you implement any advice provided by Microsoft, (2) you base your offerings and marketing plans solely on your own independent research and analysis, and (3) you assume all risks associated with any implementation.

ii. Microsoft development tools and accelerators: If Microsoft provides any sample source code, development templates or frameworks, libraries, APIs, interoperability components or other software development tools (collectively, “Microsoft SDK”), the Microsoft SDK may be subject to separate license terms which you will be required to accept prior to access and your access to or use shall constitute your acknowledgement of, and agreement to, such terms.

iii. Microsoft modifications to your code: If Microsoft agrees to assist you by contributing modifications to your source code: (1) before disclosing any of your source code to Microsoft, you will remove from it any third-party source code that you are prohibited from disclosing to Microsoft; (2) Microsoft will treat your source code as confidential information governed by the applicable NDA as defined under Section 9 of this Agreement; (3) you agree not to raise any claim of copyright infringement, trade secret misappropriation, or unjust enrichment, arising from our exposure to your source code, so long as our personnel do not intentionally copy or distribute any of your code other than for purposes directly related to the Program, or in violation hereof; (4) you grant to Microsoft the right to copy, modify, create derivative works of, and compile your code for the purpose of improving, testing and analyzing the compatibility and performance of your product or service with Microsoft products and services; (5) you acknowledge that Microsoft retains all right, title and interest in our modifications to your source code (limited solely to Microsoft’s own contributions) and of all components of our Microsoft SDK, even if Microsoft has compiled any portion of our Microsoft SDK into your code as a convenience to you. If Microsoft does compile a portion of our Microsoft SDK into your code (“Microsoft Code”), then Microsoft grants to you a non-exclusive, perpetual, irrevocable, royalty-free, fully paid up, worldwide right and license under copyright to (A) make, use, import, copy, edit, format, modify, translate and create derivative works of the Microsoft Code; (B) sublicense, rent, sell, offer for sale, lease or otherwise distribute (directly and indirectly), and have sublicensed, rented, sold, offered for sale, leased or otherwise distributed (directly and indirectly), to and by third parties, copies of the Microsoft Code and any derivative works thereof; and (C) grant any of the rights set forth in this Section 5(h)(iii)(5) in the Microsoft Code to third parties with the right to grant such rights to further third parties.

i. Sample devices; hardware. If Microsoft provides sample devices or other hardware for your use during your participation in the Program, you may not copy, sell, trade, rent, lease, loan, give, or otherwise transfer the hardware provided to you. The hardware is provided for the sole use and benefit of your startup for development purposes and is not provided for the personal benefit of any specific employee. Any software pre-installed on the hardware will be governed by the license terms provided with the software. You will not remove, modify or obscure any copyright, trademark, patent or other proprietary right notices contained in or on the hardware, and will not reverse engineer, decompile, or disassemble the hardware (or software contained in it), except and only to the extent that applicable law

expressly permits, despite this limitation. Microsoft is not selling or otherwise transferring ownership of the hardware, or any intellectual property rights in the hardware to you. If Microsoft requests the return of the hardware, you will promptly return it according to instructions provided by Microsoft. You must back up and store any data you wish to keep from the hardware, and remove any personal information before you return the hardware to us. Microsoft is not responsible for any loss suffered by you due to any data that is not erased from the hardware, or any loss of data when or after you return the hardware to us. Microsoft has no obligation to provide support services for the hardware. The hardware may include pre-release technology that is not at the level of performance and compatibility of final, commercially available products. The software provided for use on the hardware may contain functionality that is time sensitive and is designed to stop functioning after a particular date. You must comply with all domestic and international export laws and regulations that apply to the hardware, including any restrictions on destinations, end users and end use.

j. Working facilities. If Microsoft provides you access to temporary working facilities for the purpose of participating in the Program, you agree that you (and each of your employees and/or contractors granted access to the working facilities) will execute any additional agreements required to enable you to access the working facilities. You will comply with all applicable laws in relation to the working facilities, as well as any applicable codes of conduct and any limitations on access to restricted areas or materials. Your use of the working facilities is under a license, not a lease. You acknowledge that we and our vendors are not responsible for any loss, damage, theft, or disappearance of any of your property brought into the working facilities.

k. Third-party offers. The Program may allow you to access or acquire products, services, websites, links, content, material, games or applications from third parties (companies or people who are not Microsoft). Such third parties may present you with a privacy policy or require you to accept additional terms of use before you can install or use their apps, services or other offerings; you should review any additional terms and privacy policies before acquiring or using the third party offerings. Any additional third party terms do not modify any of these terms. You are responsible for your dealings with third parties. Microsoft does not license any intellectual property to you as part of any third party offering and is not responsible for information provided by third parties to you, or by you to any third parties.

l. BizSpark Plus. If you (i) meet all of the BizSpark eligibility criteria under Section 2 above, (ii) are a current participant in a Microsoft-approved accelerator program, and (iii) are invited by a Microsoft accelerator partner, you may become eligible to participate in BizSpark Plus for access to additional offers, including a larger allotment of covered cloud services. If accepted into BizSpark Plus, all terms and conditions of this Agreement will continue to apply for the duration of your participation in BizSpark Plus (e.g., if you are in BizSpark and are presented with, and accept, a BizSpark Plus offer, then this Agreement will continue to remain in force and effect for the term of your participation in BizSpark Plus), and new terms and conditions associated with any additional offers or benefits provided through BizSpark Plus will also apply, and you must accept them in order to access or use such additional offers or benefits. BizSpark Plus is an additional benefit and the duration of the offer will depend on the specific offer made to you. The terms of this Agreement and any additional terms and conditions relating to the BizSpark Plus offer will apply for the duration of your BizSpark Plus participation.

m. Support. If you receive support for certain Program Benefits you must use the support benefits during the applicable Program Term as provided under Section 18 (Term, termination and expiration) of this Agreement.

n. Other benefits. Microsoft may make other Program Benefits provided to you in connection with your Program participation, but which are not already described under this section. Such other Program Benefits may be subject to separate terms and conditions that you would be required to accept prior to access or use.

5. Your Content Certain Program Benefits or Microsoft websites that you use in connection with your participation in the Program may allow you, including your employees, contractors and Authorized Users, to store or share content that you generate (“Your Content”) or receive material from others. We don’t claim ownership of Your Content. Your

Content remains Your Content and you are responsible for it. You are also responsible for respecting others’ rights, including copyright. Learn more about copyright at (http://go.microsoft.com/fwlink/?LinkId=799165). When you or your Authorized Users share Your Content through the Program or on Microsoft websites, you represent and warrant that you have (and will have) all the rights and permissions necessary for Your Content that is uploaded, stored or shared and that such uploading, storage or sharing complies with the Microsoft Services Agreement (http://go.microsoft.com/fwlink/?LinkID=530144) and Terms of Use (http://go.microsoft.com/fwlink/?LinkID=206977).

6. Submissions provided; feedback You, including your Authorized Users, may provide code, content, comments, feedback, suggestions, information, or materials to Microsoft in connection with the Program ("Submission"). By providing a Submission, you are irrevocably granting Microsoft and its affiliated companies the right to make, use, modify, distribute, and otherwise commercialize the Submission in any way and for any purpose. You also give to third parties, without charge, any patent rights needed for their products, technologies, and services to use or interface with any specific parts of a Microsoft software or service that includes the Submission. You will not provide Submissions that are subject to a license that requires Microsoft to license its software or documentation to third parties because we include your Submission in them. You further grant the right to publish specific identifying information in connection with your Submission. The rights under this section are granted under all applicable intellectual property rights you own or control and survive termination of this Agreement. No compensation will be paid with respect to the use of your Submissions. Microsoft is under no obligation to post or use any Submission, and Microsoft may remove any Submission at any time. By providing a Submission you warrant that you own or otherwise control all of the rights to your Submission and that your Submission is not subject to any rights of a third party (including any personality or publicity rights of any person).

7. No other license or use; reservation of rights You agree that except as expressly licensed to you in this Agreement or a separate license agreement: (a) you may not use Microsoft’s confidential information, intellectual property, including any trade secrets, patents, specifications, or other information, for purposes of developing any features, functionality or other technology; and (b) Microsoft retains all right, title, and interest in all data, content, technologies and other property furnished to you under this Agreement. Microsoft may have patents, patent applications, trademarks, copyrights, or other intellectual property rights covering subject matter in the Program Benefits. Except as expressly provided in any written license agreement from Microsoft, the furnishing of the Program Benefits or associated Microsoft-owned content does not give you any license to these patents, patent applications, trademarks, copyrights, or other intellectual property. Microsoft reserves all rights not expressly granted under this Agreement, and no other rights are granted under this Agreement by implication or estoppel or otherwise. Use of Microsoft trademarks or logos is subject to the Microsoft Trademarks and Logos Guidelines (http://www.microsoft.com/trademarks). You may not use any stylized Microsoft logos in any way without a separate written agreement expressly permitting you to do so.

8. Intellectual property rights and licensing a. IP Ownership. Except as expressly provided herein, each of the parties herein owns and retains all right,

title and interest in and to our own respective products and services, including the underlying intellectual property. You acknowledge that as between you and Microsoft, that Microsoft shall own the entire right, title and interest in the Microsoft SDK, including any applicable intellectual property rights and Microsoft patents.

b. No license grants by Microsoft. Except as expressly provided herein, you acknowledge that Microsoft is not granting you any licenses, covenants or other intellectual property rights whatsoever (by implication, exhaustion, estoppel or otherwise) as a result of your participation in the Program, or your implementation of any advice or suggestions from Microsoft. Such rights, if any, will be provided only upon execution of a separate written agreement between Microsoft and you.

c. No Joint Development. While each of the parties herein desires to collaborate with the other as described in this Agreement, both parties will endeavor to avoid the creation of joint intellectual property. In the event that the parties herein both desire to jointly create any technology, materials, papers, or intellectual property under or in connection with this Agreement or the Program, the parties will enter into a separate written agreement. This Agreement does not provide for the creation of jointly-owned intellectual property.

d. Your feedback. You may, at your discretion, provide suggestions, comments or other feedback to us with respect to our products and services. We have no obligation to pay you for your use of any hardware, software or services, or for any feedback you provide, and we may use, share and commercialize your feedback for any and all purposes, at no charge.

9. Confidentiality If you and Microsoft elect to disclose any confidential information to each other during your participation in the Program, such information will only be disclosed under a Microsoft Nondisclosure Agreement between you and us (“NDA”). If you have an NDA with Microsoft, then the terms of that NDA govern confidentiality obligations with respect to this confidential information. If no NDA exists between the parties, you agree that for a period of five (5) years from the time you accessed this confidential information, you may not disclose this confidential information to any third party. You agree to only use this confidential information for the purpose of the Program. You agree not to misuse this confidential information, e.g., by using it to create a competitive product (or enable an employer or other third party to create a competitive product), to perform competitive intelligence on offerings on behalf of any third party, or other uses that are not expressly permitted by this Agreement. These restrictions will not apply to any information that is or becomes publicly available without a breach of this restriction, was lawfully known to the receiver of the information without an obligation to keep it confidential, is received from another source who can disclose it lawfully and without an obligation to keep it confidential, or is independently developed. You may disclose this confidential information if required to comply with a court order or other government demand that has the force of law. Before doing so, you must seek the highest level of protection available and, when possible, give Microsoft enough prior notice to provide a reasonable chance to seek a protective order.

10. Prohibited use of Program Benefits and Compliance Requirements a. Program Restrictions. As a condition of your use of Program Benefits, you will not use them, or allow your

employees, contractors or Authorized Users to use them, for any purpose that is unlawful or prohibited by these terms, conditions, and notices, or use the Program Benefits in any manner that could damage, disable, overburden, or impair any Microsoft server, or the network(s) connected to any Microsoft server, or interfere with any other party's use and enjoyment of any Program Benefits. You, your employees, contractors, or Authorized Users may not attempt to gain unauthorized access to any Program Benefits, other accounts, computer systems, or networks connected to any Microsoft server or to any of the Program Benefits, through hacking, password mining, or any other means. You, your employees, contractors, or Authorized Users may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Program Benefits.

b. Use of Program Benefits with Your Solution. Any Program Benefits provided to You, shall only be used for your solution development and the delivery of your solution. You will not facilitate, engage in, or participate in any use of Microsoft software, services or offerings that may be provided in connection with the Program Benefits, including but not limited to Microsoft Azure, for cryptocurrency mining, denial of service attacks, spamming, or illegal activity, and/or any use that could cause harm to Microsoft or others, by you, your employees or beneficiaries of Program Benefits, and will enforce strong internal controls to prevent the same. Microsoft may from time to time contact you regarding your use of the Program Benefits and you will upon such request provide reasonable documentation regarding your use. If Microsoft believes for any reason that such the Program Benefits are being used for any prohibited purpose, Microsoft may, in its sole discretion, suspend or terminate your access the Program Benefits.

c. Communication Services. The Program Benefits and associated website(s) may contain e-mail services, bulletin board services, chat areas, forums, communities, personal web pages, calendars, photo albums, file cabinets, and/or other message or communication facilities designed to enable you, your employees, contractors, or Authorized Users to communicate with others ("Communication Services"). You agree to use (and ensure that your employees, contractors, and Authorized Users use) the Communication Services only to post, send, and receive messages and material that are proper and, when applicable, related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using the Communication Services, you, your employees, contractors, or Authorized Users will not:

• Use the Communication Services in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming, or any duplicative or unsolicited messages (commercial or otherwise).

• Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others.

• Publish, post, upload, distribute, or disseminate any inappropriate, profane, defamatory, obscene, indecent, or unlawful topic, name, material, or information.

• Upload, or otherwise make available, files that contain images, photographs, software, or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same.

• Use any material or information, including images or photographs, which are made available through the Communication Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party.

• Upload files that contain viruses, Trojan horses, worms, time bombs, ransomware, cancelbots, corrupted files, malware in general, or any other similar software or programs that may damage the operation of another's computer or property of another.

• Use any form of scripting or scripting tools to obtain any benefits including, but not limited to, product keys from the Visual Studio Subscription (MSDN) website.

• Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Services specifically allows such messages.

• Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner.

• Falsify or delete any copyright management information, such as author attributions, legal or other proper notices, or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.

• Restrict or inhibit any other user from using and enjoying the Communication Services.

• Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.

• Harvest or otherwise collect information about others, including e-mail addresses.

• Violate any applicable laws or regulations.

• Create a false identity for the purpose of misleading others.

• Use, download, or otherwise copy, or provide (whether or not for a fee) to a person or entity any directory of users of the Program Benefits or other user or usage information or any portion thereof.

Microsoft has no obligation to monitor the Communication Services. However, Microsoft reserves the right to review materials posted to the Communication Services and to remove any materials in its sole discretion. Microsoft reserves the right at all times to disclose any information as Microsoft deems necessary to satisfy any applicable law, regulation, legal process, or governmental request, or to edit, refuse to post, or to remove any information or materials, in whole or in part, in Microsoft's sole discretion.

Always use caution when giving out any personally identifiable information about yourself, your employees, contractors, or Authorized Users, and sensitive information in any Communication Services. Microsoft does not control or endorse the content, messages or information found in any Communication Services, and Microsoft specifically disclaims any liability with regard to the Communication Services. Managers and hosts are not authorized Microsoft spokespersons, and their views do not necessarily reflect those of Microsoft. Materials uploaded to the Communication Services may be subject to posted limitations on usage, reproduction, or dissemination. You are responsible for adhering to such limitations if you download the materials.

d. Cooperation and reporting violations. You and your employees will cooperate with Microsoft in the investigation of any suspected violation under this section and will timely provide notice to Microsoft if any violation is detected or suspected. You will notify Microsoft in these events by reporting an incident through the microsoftintegrity.com website.

e. Compliance with the Microsoft Standards of Business Conduct. You will comply with the terms of the Microsoft Standards of Business Conduct located at https://www.microsoft.com/en-us/legal/Compliance/Default.aspx, the terms of which are incorporated herein by reference. You acknowledge that a failure to comply with the Microsoft Standards of Business Conduct is a breach of this Agreement and may result in a termination of it.

11. Privacy and protection of personal information

By signing up for the Microsoft for Startups program you’re agreeing that Microsoft may send you a monthly newsletter and that Microsoft and its family of companies may contact you via phone, email or other electronic means about various program information including software, services, events, programs, and other additional resources for startups. You may unsubscribe at any time from these communications. Please visit the Promotional Communications Manager (here) to set your contact preferences for other Microsoft communications. To learn

more you can read the privacy statement

12. Links to third party sites Some links in the Program Benefits and Communication Services will let you leave the Microsoft service or website. Microsoft is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Microsoft of the site. You acknowledge and agree that (a) Microsoft does not control, review, revise, endorse, or accept responsibility for any materials, projects, or services offered by third parties, including third-party vendors and third-parties accessible through linked sites; (b) Microsoft makes no representations of warranties whatsoever about any such third parties, their materials, or services; (c) any dealings you may have with such third parties are at your own risk; and (d) Microsoft is not liable or responsible for any materials or services offered by third parties.

13. Support services

If support services are provided in connection with any Program Benefits, such services may be subject to separate terms. Any support services offered as a part of the Program must be used solely to support your participation in the Program. Generally, software and other services provided under the Program are provided “as is” and we do not provide support services for them. Unless expressly provided for a longer period of time under their separate terms, rights to access or claim support services expire annually. For example, if you receive support calls as a Program Benefit, you must use the benefit within the Term of this Agreement.

14. Public sector acknowledgements It is Microsoft’s intent that provision of any Program Benefits is compliant with applicable laws, regulations and ethics rules with respect to government entities and officials.

a. No gifts. To the extent that you are a public sector entity, you acknowledge that all Program Benefits provided by Microsoft under this Agreement at no charge are for the sole benefit and use of your organization or agency, and are not provided for personal use or benefit of any individual employee. If required by law, Microsoft may require an ethics officer of your organization to sign a letter acknowledging the foregoing.

b. Microsoft is not a government subcontractor. To the extent that your organization provides goods, services, technology or data to any federal, state or local government:

i. You acknowledge that Microsoft is not a subcontractor or supplier to you, and is not obligated to meet any obligation imposed on you by any of your customers (including, but not limited to, US federal, state or local government contract flow-down provisions such as the US FARS, DFARS, etc.). If a court or other authoritative body determines that Microsoft is a subcontractor for any services provided by you to a government entity, then you agree to assert on our behalf that our products and services are commercial items. Our commercial terms and conditions along with only those mandatory flow-down clauses applicable to commercial subcontractors will apply. Under no circumstances will we provide any cost or pricing data.

ii. You represent that no sales or contracts to public sector entities are contingent on your receipt of any Program Benefits. If you have a cost-based government contract, you will factor in any resulting reduction of costs that any Program Benefits may generate and disclose them as necessary to your end government customer.

15. Notices All Program-related notices and requests to you in connection with this Agreement will be sent to the named contact(s) you provide on the Program Website. Send notices, requests, questions about the Program, or if you need support, to Microsoft to the following physical or email address: Microsoft Corporation Attn: BizSpark One Microsoft Way Redmond, WA 98052 Email: bizspark@microsoft.com Notices will be considered delivered on the date shown on the confirmation of delivery, including the date of publication to the Program Website. You will give Microsoft prompt notice if you become insolvent or enter insolvency, bankruptcy or other similar proceedings under applicable laws, or if you no longer meet Program eligibility criteria.

16. Relationship between the parties This agreement does not create an agency, partnership, or joint venture. There are no third-party beneficiaries to this Agreement. This Agreement is nonexclusive. It will not be interpreted to: (a) limit any party’s right to obtain products or services from other sources; (b) prohibit or restrict any party from independently developing or acquiring new products or services, improving existing products or services, or marketing any new, improved, or existing products or services in fields; (c) restrict any party from making, having made, using leasing, licensing, selling, or otherwise disposing of any existing or future products or services of any type.

17. Entire Agreement; assignment and transfer This Agreement, and the terms for any Program Benefits you use, including separate terms for other Microsoft websites and services that you may use while participating in the Program, is the entire agreement for the Program. It replaces all prior or contemporaneous agreements, communications and representations regarding the Program. You may not transfer or assign this Agreement either in whole or in part.

18. Term, termination and expiration This Agreement will remain in effect for the duration of your participation in the Program.

a. Term; BizSpark. This Agreement will take effect on the date that you are accepted into the Program following the Program team’s review of your acceptance of this Agreement, and will continue for one (1) year from that date, unless terminated earlier pursuant to this section (“Term”), or unless extended by acceptance of a BizSpark Plus offer. In the latter case, the Term will extend to the duration of your participation in BizSpark Plus.

b. Term; BizSpark Plus. If you accept a BizSpark Plus offer, which may be either a one, two or three-year offer, this Agreement will continue to remain in force and effect until the end of your participation in the Program or BizSpark Plus, whichever duration is longer, unless terminated earlier pursuant to this section 18. When BizSpark Plus ends (e.g., due to the offer term completing or the benefits moving to pay-as-you-go), this Agreement ends.

c. Termination for Inactivity. If you accept the BizSpark or BizSpark Plus offer(s) and fail to access or use the Program Benefits, Microsoft may terminate this Agreement, the offer or the Program Benefits, without cause by providing you written notice.

d. Termination for convenience. Either party may terminate this Agreement at any time, without cause by providing written notice to the other party. Neither party will be responsible to the other for any costs or damages that are a direct result of this termination.

e. Termination for cause. Microsoft may terminate this Agreement, your participation in the Program and access to Program Benefits, with or without notice to you, in the event of a material violation of the Agreement, or in the event of a conflict of interest.

f. Immediate termination. In the event you become ineligible for the Program for any reason, or misuse Microsoft software licenses offered through the Program, this Agreement and your participation in the Program (and all use rights associated with Program Benefits) will terminate.

g. Effect of termination. In all events of termination, with the sole exception of your participation in BizSpark Plus, your access to Program Benefits may end. You agree to immediately stop using Program Benefits, unless Microsoft permits your continued use of the Program Benefits. If you exit the Program due to a material violation of the Agreement or a conflict of interest, all rights to use or access Program Benefits, including software, will terminate immediately.

h. Survival. You must continue to comply with Section 9 (Confidentiality) after termination of this Agreement. After termination or expiration, Microsoft may continue to use all Submissions, PR Content and the data collected prior to termination or expiration. Sections 6-11, 15 and 20-24 will survive any termination or expiration of this Agreement.

19. Taxes You are responsible for and must pay any and all taxes resulting from your participation in the Program and receipt of any products or services.

20. Applicable law Washington state law governs the interpretation of this Agreement and applies to claims for breach of it, regardless of conflict of laws principles. The laws of the state or country where you live govern all other claims, including claims under state or country consumer protection laws, unfair competition laws, and in tort. You might have certain rights which the law that applies to you says cannot be excluded. Nothing we say in this Agreement will affect those legal rights.

21. Your representations and warranties You represent and warrant that:

• You have the full right and power to enter into and perform according to the terms of this Agreement, and your performance will not violate any agreement or obligation between you and any third party.

• At the time of your registration for the Program, and for the duration of your participation in the Program, you meet all the eligibility requirements set forth in Section 2 above and you will immediately notify Microsoft if and when you become ineligible to participate in the Program.

• You are solely responsible for all claims, liabilities and damages arising from or in connection with your delivery of goods, software or services to your customers, including all customer support.

• You base your product or service offerings and marketing plans solely on your own independent research, analysis, and professional advisors. You acknowledge that you are not relying on any oral or written statements from Microsoft when making decisions regarding the development, manufacturing, business strategies or marketing plans of any your products or services. You acknowledge that you have sole and absolute discretion regarding whether you implement any advice provided by Microsoft, and you assume all risks associated with any implementation.

• You have not made any misrepresentations to any potential or current investors.

22. No representations by Microsoft Except as expressly set forth in the Agreement, Microsoft has not made any additional representations to you about the Program or products or services provided by us through the Program, on which you have relied in deciding to enter into this Agreement or participate in the Program. Microsoft’s delivery of any products or services under this Agreement are provided “AS IS” and without warranty of any kind. Microsoft disclaims on its own behalf and on behalf of its affiliates and suppliers all other representations, warranties, and conditions, whether express, implied or statutory.

23. DISCLAIMER OF WARRANTY Subject to applicable law, Microsoft provides the Program and the software available through it "as-is," "with all faults," and "as available." You bear the risk of using the Program Benefits and the software. We do not guarantee the suitability, reliability, availability, or accuracy of the software or any other Program Benefits, or that your access to the software will be uninterrupted, secure, or error-free. Microsoft gives no express warranties, guarantees, or conditions. We disclaim all warranties with regard to the Program and the software, including any implied warranties and (e.g., those of merchantability, fitness for a particular purpose, workmanlike effort, title and non-infringement). You may have additional consumer rights or statutory guarantees under your local laws that this Agreement cannot change. This paragraph applies instead of any express warranty provided in the license terms that accompany any software. All such express warranties are excluded. FOR AUSTRALIA – if you live in Australia you have statutory guarantees under the Australian Consumer Law and nothing in these terms is intended to affect those rights.

24. LIABILITY LIMITATION You can recover from Microsoft and its suppliers only direct damages up to U.S. $5.00. You cannot recover any other damages, including consequential, lost profits, special, indirect or incidental damages. This limitation applies to anything related to this Agreement. It also applies even if Microsoft knew or should have known about the possibility of the damages. The above limitation or exclusion may not apply to you because your country may not allow the exclusion or limitation of incidental, consequential or other damages. Nothing excludes or limits our liability for death or bodily injury resulting from our negligence or for fraudulent misrepresentations.

25. Export restrictions You must comply with all domestic and international export laws and regulations that apply to the Benefits, which include restrictions on destinations, end users, and end use. For further information, visit (http://microsoft.com/exporting).