2020-223-E IT - Dynamic Quest Office 365 subscription

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DocuSign Envelope ID:299DAE81-C703-494C-B9EC-EB57F8ABA670 c.Applicable Use Rights. For perpetual licenses, the Use Rights in effect when Customer orders a Product will apply. For subscriptions,the Use Rights in effect at the start of each subscription period will apply. Customers with subscriptions for Software may use new versions released during the subscription period subject to the Use Rights in effect when those versions are released. For metered Products billed periodically based on usage, the Use Rights in effect at the start of each billing period will apply during that period. Microsoft may update the Use Rights periodically, but material adverse changes for a particular version will not apply during the applicable license, subscription, or billing period. d. End Users. Customer will control access to and use of the Products by End Users and is responsible for any use of the Products that does not comply with this Agreement. e.Affiliates. Customer may order Products for use by its Affiliates. If it does, the licenses granted to Customer under this Agreement will apply to such Affiliates, but Customer will have the sole right to enforce this Agreement against Microsoft. Customer will remain responsible for all obligations under this Agreement and for its Affiliates'compliance with this Agreement. f. Reservation of Rights. Microsoft reserves all rights not expressly granted in this Agreement. Products are protected by copyright and other intellectual property laws and international treaties. No rights will be granted or implied by waiver or estoppel. Rights to access or use a Product on a device do not give Customer any right to implement Microsoft patents or other Microsoft intellectual property in the device itself or in any other software or devices. g. Restrictions. Except as expressly permitted in this Agreement or Product documentation, Customer must not(and is not licensed to): (1) reverse engineer, decompile, or disassemble any Product, or attempt to do so; (2) install or use non-Microsoft software or technology in any way that would subject Microsoft's intellectual property or technology to any other license terms; (3)work around any technical limitations in a Product or restrictions in Product documentation; (4)separate and run parts of a Product on more than one device; (5) upgrade or downgrade parts of a Product at different times; (6)transfer parts of a Product separately; or (7)distribute, sublicense, rent, lease, or lend any Products, in whole or in part, or use them to offer hosting services to a third party. h. License transfers. Customer may only transfer fully-paid, perpetual licenses to(1)an Affiliate or(2)a third party solely in connection with the transfer of hardware to which,or employees to whom,the licenses have been assigned as part of(a)a divestiture of all or part of an Affiliate or(b)a merger involving Customer or an Affiliate. Upon such transfer, Customer must uninstall and discontinue using the licensed Product and render any copies unusable. Customer must notify Microsoft of a License transfer and provide the transferee a copy of these General Terms, the applicable Use Rights and any other documents necessary to show the scope, purpose and limitations of the licenses transferred.Attempted license transfers that do not comply with this section are void. i. Customer Eligibility. Customer agrees that if it is purchasing academic, government or nonprofit offers, Customer meets the respective eligibility requirements (https://aka.ms/eligiblitydefinition). Microsoft reserves the right to verify eligibility and suspend product use if requirements are not met. Page 9 of 9