Terms & Conditions Last Updated: 03/10/2025 1. Introduction These Terms & Conditions (“Agreement”) govern your purchase and use of the atQor Azure Managed & Support Services (the “Services”) provided by atQor (“Provider,” “we,” “us,” or “our”). By subscribing to or using the Services through the Microsoft Azure Marketplace, you (“Customer” or “you”) acknowledge that you have read, understood, and agree to be bound by this Agreement. 2. Scope of Services Service Description Provider will deliver Azure managed services, support, and related consulting or advisory services in accordance with the selected service plan (e.g., Basic, Standard, Premier, or any standalone offerings such as Support-Only or CCoE Advisory-Only). Service Levels Any Service Level Agreements (“SLAs”) or specific support response times are detailed in the plan descriptions and form part of this Agreement. Provider will make commercially reasonable efforts to meet or exceed the SLAs but shall not be liable for failure to meet SLAs due to circumstances beyond its control (e.g., force majeure events, Microsoft Azure outages). Onboarding & Configuration Customer agrees to follow any necessary steps (e.g., Azure Lighthouse delegation) to grant Provider the access required to perform the Services. 3. Customer Obligations Access & Cooperation Customer must provide timely access to its Azure environment and relevant resources, and will cooperate with Provider’s reasonable requests to facilitate delivery of the Services. Compliance Customer is responsible for ensuring that its use of the Services complies with all applicable laws, regulations, and Microsoft policies, as well as any third-party licensing requirements. Data Backup While Provider may assist with backup and recovery strategies as part of certain service tiers, Customer remains ultimately responsible for maintaining appropriate backups of its data, unless explicitly agreed otherwise in writing. 4. Fees & Payment Pricing The fees for each plan or service offering are described in the Azure Marketplace listing or in a separate Statement of Work (SOW). Provider reserves the right to adjust pricing for future renewal terms upon notice. Invoicing & Payment Terms Unless otherwise specified, invoices are payable within thirty (30) days of the invoice date. Late payments may incur interest at the maximum rate permitted by law. Taxes All fees are exclusive of any taxes, levies, or duties imposed by governmental authorities. Customer is responsible for payment of all such taxes. 5. Intellectual Property & Licenses Provider IP Provider retains all right, title, and interest in and to any intellectual property, methodologies, templates, or materials used or developed in providing the Services. Customer IP Customer retains all right, title, and interest in and to any data, applications, or other content that it uploads or manages in the Azure environment. License Grant Customer grants Provider a non-exclusive, royalty-free license to access and use Customer’s Azure environment and data solely for the purpose of performing the Services. 6. Confidentiality & Data Protection Confidential Information Each party agrees to protect the other party’s Confidential Information from unauthorized use or disclosure with at least the same degree of care it uses to protect its own confidential information, but not less than a reasonable standard of care. Data Protection Provider will maintain administrative, physical, and technical safeguards designed to protect the security and confidentiality of Customer’s data. Provider’s obligations under this section are subject to Customer granting Provider the necessary rights and access to fulfill these obligations. Compliance with Privacy Laws Each party is responsible for complying with applicable data protection and privacy laws (e.g., GDPR, HIPAA) in relation to any personal data processed under this Agreement. 7. Warranties & Disclaimers Mutual Warranties Each party represents and warrants that it has the legal power and authority to enter into this Agreement and perform its obligations hereunder. Service Warranty Provider will perform the Services in a professional and workmanlike manner. Except as expressly stated, the Services are provided on an “AS IS” basis without warranties of any kind, whether express or implied, including but not limited to merchantability, fitness for a particular purpose, or non-infringement. Third-Party Services Provider is not responsible for the performance or availability of third-party services (including Microsoft Azure) that may affect the Services. 8. Limitation of Liability Exclusion of Certain Damages To the maximum extent permitted by law, neither party shall be liable for any indirect, special, incidental, consequential, or punitive damages (including loss of profits or data), even if advised of the possibility of such damages. Liability Cap Except for breaches of confidentiality or indemnification obligations, each party’s total cumulative liability under this Agreement shall not exceed the fees paid by Customer for the Services in the twelve (12) months preceding the event giving rise to the liability. 9. Indemnification Provider Indemnity Provider shall defend, indemnify, and hold Customer harmless against any third-party claim that the Services infringe or misappropriate a third party’s intellectual property rights, provided Customer promptly notifies Provider of such claim and cooperates in the defense. Customer Indemnity Customer shall defend, indemnify, and hold Provider harmless against any third-party claim arising from Customer’s misuse of the Services or violation of applicable laws, including claims related to data privacy or intellectual property infringement. 10. Term & Termination Term This Agreement is effective as of the date Customer subscribes to the Services through the Azure Marketplace and continues until terminated in accordance with its terms. Termination Either party may terminate for material breach if such breach is not cured within thirty (30) days of written notice. Customer may cancel or downgrade its subscription in accordance with Azure Marketplace policies. Upon termination, Customer shall promptly pay any outstanding fees. 11. Governing Law & Dispute Resolution Governing Law This Agreement is governed by the laws of the jurisdiction in which Provider is headquartered, without regard to conflict-of-law principles. Dispute Resolution Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts located in the Provider’s principal place of business. The parties agree to waive any objections to personal jurisdiction and venue in those courts. 12. Miscellaneous Force Majeure Neither party shall be liable for delays or failures to perform resulting from events beyond its reasonable control (e.g., natural disasters, acts of government, Internet disturbances). No Third-Party Beneficiaries This Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement. Assignment Neither party may assign or transfer this Agreement without the other party’s prior written consent, except in connection with a merger or acquisition. Entire Agreement This Agreement, together with any referenced documents or policies, constitutes the entire understanding between the parties and supersedes all prior agreements or understandings. Severability If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Amendments Provider may update these Terms & Conditions from time to time. Material changes will be communicated, and continued use of the Services after such updates shall constitute acceptance of the revised terms. Acceptance By clicking “Purchase,” “Subscribe,” or otherwise indicating acceptance within the Azure Marketplace, you acknowledge that you have read, understood, and agree to be bound by these Terms & Conditions.