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

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DocuSign Envelope ID:299DAE81-C703-494C-B9EC-EB57F8ABA670 e. Termination for regulatory reasons. Microsoft may modify, discontinue, or terminate a Product in any country or jurisdiction where there is any current or future government regulation, obligation, or other requirement, that(1)is not generally applicable to businesses operating there; (2) presents a hardship for Microsoft to continue offering the Product without modification;or(3)causes Microsoft to believe these terms or the Product may conflict with any such regulation, obligation, or requirement. If Microsoft terminates a subscription for regulatory reasons, Customer will receive, as its sole remedy, a credit for any subscription fees, including amounts paid in advance for unused consumption for any usage period after the termination date. Miscellaneous. a. Independent contractors.The parties are independent contractors. Customer and Microsoft each may develop products independently without using the other's Confidential Information. b.Agreement not exclusive. Customer is free to enter into agreements to license, use, and promote the products and services of others. c.Amendments. Microsoft may modify this Agreement from time to time. Changes to the Use Rights will apply as provided in this Agreement. Changes to other terms will not apply until Customer accepts them. Microsoft may require Customer to accept revised or additional terms before processing a new order.Any additional or conflicting terms and conditions contained in a purchase order or otherwise presented by Customer are expressly rejected and will not apply. d.Assignment. Either party may assign this Agreement to an Affiliate, but it must notify the other party in writing of the assignment. Customer consents to the assignment to an Affiliate or third party,without prior notice, of any rights Microsoft may have under this Agreement to receive payment and enforce Customer's payment obligations, and all assignees may further assign such rights without further consent.Any other proposed assignment of this Agreement must be approved by the non-assigning party in writing.Assignment will not relieve the assigning party of its obligations under the assigned Agreement.Any attempted assignment without required approval will be void. e. U.S. export. Products are subject to U.S. export jurisdiction. Customer must comply with all applicable international and national laws, including the U.S. Export Administration Regulations,the International Traffic in Arms Regulations, and end- user,end use and destination restrictions by U.S. and other governments related to Microsoft products, services, and technologies. f. Severability. If any part of this Agreement is held to be unenforceable, the rest of the Agreement will remain in full force and effect. g.Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver.Any waiver must be in writing and signed by the waiving party. h. No third-party beneficiaries.This Agreement does not create any third-party beneficiary rights except as expressly provided by its terms. i. Survival.All provisions survive termination of this Agreement except those requiring performance only during the term of the Agreement. j. Notices. Notices must be in writing and will be treated as delivered on the date received at the address, date shown on the return receipt, email transmission date, or date on the courier or fax confirmation of delivery. Notices to Microsoft must be sent to the following address: Microsoft Corporation Dept. 551,Volume Licensing 6100 Neil Road, Suite 210 Reno, Nevada 89511-1137 USA Notices to Customer will be sent to the individual at the address Customer identifies on its account as its contact for notices. Microsoft may send notices and other information to Customer by email or other electronic form. Page 14 of