Terms of Use | Partner Uplift Proposal and Planning Tool Platform

These Microsoft Partner Uplift Proposal and Planning Tool (“PUPP”) Platform Terms of Use (“Terms”) apply to you and your organization’s access to and use of the PUPP platform, including the code repository (“Repository”), documentation, and other materials made available thereon (collectively, the “Platform”) provided by Microsoft Corporation (“Microsoft,” “we,” or “us”).

These Terms constitute a binding agreement between Microsoft and each Authorized User (as defined below) with respect to your access to and use of the Platform. By accessing or using the Platform, you represent that you have the authority to bind yourself or the entity you represent to these Terms. These Terms constitute the separate written agreement between Microsoft and the Authorized User referenced in Microsoft’s agreement with its vendor for the Platform. Acceptance of these Terms constitutes execution of such agreement. No separate signed agreement is required unless Microsoft elects otherwise.

These Terms include and incorporate the Region-Specific Terms schedule appended hereto. In the event of any conflict or inconsistency between a provision in the Region-Specific Terms schedule and the provisions of Sections 1 through 11 of these Terms, the Region-Specific Terms schedule will control with respect to its subject matter for access to or use of the Platform from the applicable region.

We may make changes to these Terms. The “Last Updated” date above indicates when these Terms were last changed. If we make future changes, we may provide you with notice of such changes, such as by sending an email, posting a notice on the Platform, or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of the Platform after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must immediately stop using the Platform.

1. Eligibility and Use

(a) You may only access the Platform and use the materials made available thereon if you are an Authorized User. “Authorized User” means any Microsoft-authorized partner, reseller, or distributor that has been granted access to the Platform by Microsoft or its authorized representative and that has entered into the relevant underlying agreements with Microsoft, such as the Microsoft Cloud AI Partner Program Agreement and the Microsoft Partner Agreement, governing its status as a Microsoft partner, reseller, or distributor. “Authorized Distributor” means an Authorized User that is a Microsoft-authorized distributor and that has been granted access to the Repository by Microsoft. Only Authorized Distributors may access the Repository. Consistent with the termination considerations in Section 5(c), if at any point, you are deauthorized by Microsoft or otherwise cease to participate in or are terminated from the Microsoft Partner Program, you must immediately stop using the Platform.

(b) The Platform is provided to you for use in connection with your activities as an Authorized User, including generating and distributing Outputs to Microsoft partners or end customers for the purpose of proactive engagement with customers to showcase the value proposition of Microsoft AI and Security products and services. Notwithstanding the foregoing, you shall not use the Platform or any Outputs to compete with, directly or indirectly, Microsoft or for any purpose not in furtherance of Microsoft’s business interests.

(c) You are free to determine, and Microsoft does not restrict, the prices at which you sell Microsoft products and services to end customers (“Resale Prices”). Any pricing information provided by Microsoft through the Platform is for informational purposes only (including any promotional prices or recommended retail prices).

(d) You are responsible for submitting to the Platform: (i) the prices at which you purchase products and services from Microsoft based on your underlying agreements with Microsoft; and (ii) the Resale Prices.

2. Authorized User Content

(a) You represent and warrant that Authorized User Content (defined below) and Microsoft’s use of Authorized User Content will not violate any rights of any person or entity, including any third-party rights, or cause injury to any person or entity. You may not create, use, store, or share any Authorized User Content that: (i) is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, or fraudulent; (ii) would constitute, encourage, or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability, or violate any local, state, national, or international law; (iii) may infringe any patent, trademark, trade secret, copyright, or other intellectual or proprietary right of any party; (iv) may violate any applicable third-party terms; (v) contains or depicts any statements, remarks, or claims that do not reflect your honest views and experiences; (vi) impersonates, or misrepresents your affiliation with, any person or entity; (vii) contains any unsolicited promotions, political campaigning, advertising, or solicitations; (viii) contains any private or personal information of a third party without such third party’s consent; (ix) contains any viruses, corrupted data or other harmful, disruptive, or destructive files or content; or (x) in Microsoft’s sole judgment, is objectionable, restricts or inhibits any other person from using or enjoying the Platform, or may expose Microsoft or others to any harm or liability of any type.

(b) Microsoft does not undertake to review all Authorized User Content, and Microsoft expressly disclaims any duty or obligation to undertake any monitoring or review of any Authorized User Content.

(c) It is your responsibility to evaluate whether Outputs (defined below) are appropriate for your use case, including where human review is appropriate, before using or sharing Outputs. You acknowledge that factual assertions or information in Outputs, including pricing, discount, and promotional information, should not be relied upon without independently verifying their accuracy, as they may be inaccurate, incomplete, outdated, or not reflective of current Microsoft programs or policies.

3. Intellectual Property

(a) Platform. As between you and Microsoft, Microsoft owns and retains all right, title and interest in and to the Platform and all Intellectual Property Rights therein. “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, or other intellectual property rights, in any part of the world. Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use the Platform for the purpose of generating Outputs and, if you are an Authorized Distributor, accessing and using the Repository in accordance with Section 3(b), and accessing related documentation, solely in connection with your authorized activities as an Authorized User.

(b) Repository. If you are an Authorized Distributor, you are hereby granted a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Repository solely for the purpose of integrating and customizing the Repository within your own internal environment in connection with your authorized activities as an Authorized Distributor.

If you are an Authorized Distributor with access to the Repository, you shall not (i) use the Repository or any derivative thereof for or in connection with any product or service that competes with any Microsoft product or service; (ii) redistribute, sub-license, or publish the Repository to any third party; (iii) remove, alter, or obscure any Microsoft copyright, trademark, or proprietary notices in or on the Repository; or (iv) use the Repository in a manner that violates the terms of any agreement between you and Microsoft.

(c) Attribution and Branding. If you are an Authorized Distributor with access to the Repository, you shall maintain all Microsoft branding, attribution notices, and proprietary markings in any customization or integration of the Repository code, and shall not represent the Repository or any derivative thereof as a product or service developed independently of Microsoft.

(d) Authorized User Content; Output License. As between you and Microsoft, you are and will remain the sole and exclusive owner of all right, title, and interest in and to any and all queries, prompts, submissions, data, attachments, or other information that you submit to the Platform or, if you are an Authorized Distributor, use in connection with your customization or integration of the Repository code (“Input”). When you provide Input to the Platform or use Input in connection with your customization or integration of the Repository code, you may receive content, results, proposals, marketing materials, pricing information, or other materials based on your Input (the “Output”) (Input and Output, collectively, the “Authorized User Content”). Notwithstanding your ownership of Inputs, as between you and Microsoft, Microsoft retains all right, title, and interest in and to the Outputs, including all Intellectual Property Rights therein.

You represent, covenant, and warrant that (a) you are either the owner of, or otherwise have the necessary rights and licenses to use and to authorize Microsoft to use, the Inputs in any manner contemplated by these Terms; or (b) you have the written consent, release, or permission of each and every natural person that appears in or is included in the Input to use the personal data of each such person to enable inclusion and use of Authorized User Content in any manner contemplated by these Terms, including for the purposes of using the Platform and, if applicable, the Repository as contemplated by these Terms.

(e) Microsoft hereby grants the Authorized User a limited, non-exclusive, non-transferable, revocable license to use the Outputs solely for the purpose of selling, upselling, and marketing Microsoft products and services to end customers in connection with the Authorized User’s authorized activities as a Microsoft partner, reseller, or distributor (“Permitted Purposes”).

(f) The Authorized User shall not: (i) remove, alter, or obscure any Microsoft branding, trademarks, logos, or attribution from Outputs; (ii) use Outputs in connection with any product or service that competes with any Microsoft product or service; (iii) modify pricing, discount, or promotional information contained in Outputs in any manner that is misleading, inaccurate, or inconsistent with Microsoft’s then-current programs or policies; or (iv) redistribute Outputs to any third party other than end customers in the ordinary course of the Authorized User’s authorized activities.

(g) The license to Outputs granted under this Section 3(d) terminates automatically upon (i) termination or expiration of these Terms, or (ii) the Authorized User’s loss of authorized status as a Microsoft partner, reseller, or distributor. Upon termination of the Output license for any reason, the Authorized User must immediately cease all use of Outputs and, at Microsoft’s election, return or destroy all copies of Outputs in its possession or control.

(h) License to Input Data and Usage Information. By using the Platform, the Authorized User grants Microsoft a non-exclusive, worldwide, royalty-free license to collect, use, process, and analyze: (i) Inputs submitted to the Platform; (ii) usage data, telemetry, and interaction data generated through the Authorized User’s use of the Platform; and (iii) metadata associated with the foregoing (collectively, “Platform Data”). Microsoft may use Platform Data for the following purposes: (A) operating, maintaining, and improving the Platform; (B) developing new features, products, and services; (C) generating aggregated, anonymized benchmarks, analytics, and insights; and (D) any other lawful business purpose. Microsoft shall not publicly disclose Platform Data in a form that identifies the Authorized User or any individual data subject without consent, except as required by law or as necessary to enforce these Terms. This license to Platform Data shall survive termination or expiration of these Terms with respect to Platform Data collected prior to termination. The Authorized User’s obligations under Section 7 (Data Protection) apply to any personal data included in Platform Data.

4. Audit Rights

Microsoft (or its designated representative) shall have the right, upon reasonable prior written notice and no more than once per calendar year (absent a breach or suspected breach), to audit your use of the Platform and, if applicable, the Repository to verify compliance with these Terms.

5. Termination and Code Return/Destruction

(a) Termination for Convenience. Microsoft may terminate these Terms at any time upon thirty (30) days’ prior written notice to the Authorized User.

(b) Termination for Material Breach. Microsoft may terminate these Terms immediately upon written notice if the Authorized User breaches any material provision of these Terms and, in Microsoft’s sole discretion, fails to cure such breach within fifteen (15) days after receiving written notice of the breach. Notwithstanding the foregoing, breaches of Section 3(b) (Repository restrictions), Section 3(d) (Output use restrictions), Section 7 (Data Protection), any security incident or suspected security incident, or any misuse of Microsoft’s data or Intellectual Property Rights are deemed non-curable and subject to immediate termination without a cure period.

(c) Automatic Termination. These Terms terminate automatically upon (i) termination or expiration of the Authorized User’s underlying agreement with Microsoft (including any partner, reseller, or distributor agreement), or (ii) the Authorized User’s loss of authorized status as a Microsoft partner, reseller, or distributor.

(d) Effect of Termination. Upon termination or expiration of these Terms for any reason, the Authorized User must immediately: (i) cease all use of the Platform, Repository (if applicable), and Outputs; (ii) at Microsoft's election, return or destroy all Licensed Content, Repository code (if applicable), and Outputs in its possession or control; and (iii) provide Microsoft with written certification of such return or destruction within fifteen (15) days. Sections 2(c), 3(a), 3(c), 3(d), 4, 6, 7, 8, 9, 10, and 11 shall survive termination or expiration of these Terms.

6. Disclaimers

Microsoft does not warrant that the Platform or the Repository (or the results or output from the Platform or your customization or integration of the Repository code) will be accurate, adequate, complete, reliable, current, uninterrupted, or error free; nor does it make any warranty as to the results that may be obtained from use of the Platform or the Repository code. The Platform, the contents therein, any accompanying documentation, and any other data or information provided hereunder, are provided on an “as is” and “as available” basis, and with all faults, and Microsoft will have no liability for any errors or omissions in or other aspects of any of the foregoing. Microsoft expressly disclaims all representations and warranties, express or implied, statutory or otherwise, including implied warranties of merchantability and fitness for a particular purpose and non-infringement and any warranties concerning results obtained from your use of the Platform or your customization or integration of the Repository code. Without limiting the foregoing, Microsoft makes no warranty of any kind that the Platform or the Repository code, or any outputs or results of the use thereof, will meet your or any other person’s requirements, operate without interruption, achieve any intended result, be compatible or work with any software, system, or other services, or be secure, accurate, complete, free of harmful code, or error free.

7. Data Protection

(a) The Authorized User represents and warrants that it has a lawful basis under all applicable data protection laws for any personal data it uploads to the Platform.

(b) The Authorized User shall comply with all applicable anti-spam and commercial communications laws when sending or using Outputs for marketing, proposals, or customer communications.

(c) The Authorized User shall not upload any sensitive personal data (including data revealing racial or ethnic origin, political opinions, religious beliefs, health data, biometric data, or sexual orientation) to the Platform without Microsoft’s prior written consent and implementation of appropriate safeguards.

(d) The Authorized User shall include appropriate privacy disclosures in its own communications to data subjects regarding the processing of their personal data through the Platform.

8. Indemnification

The Authorized User shall indemnify, defend, and hold harmless Microsoft, its affiliates, and their respective officers, directors, employees, and agents from and against any third-party claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) the Authorized User’s breach of the data protection obligations in Section 7; (ii) the Authorized User’s misuse of the Repository code, including any use in connection with competitive products; (iii) any third-party claim arising from the Authorized User’s Input or use of Outputs in violation of these Terms; and (iv) the Authorized User’s breach of applicable anti-spam, commercial communications, or data protection laws. Microsoft shall provide prompt notice of any such claim and reasonable cooperation in the defense thereof.

9. Limitation of Liability

(a) To the maximum extent permitted by applicable law, in no event shall Microsoft be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or business opportunity, arising out of or relating to these Terms, regardless of the theory of liability.

(b) Microsoft’s total aggregate liability under these Terms shall not exceed one hundred U.S. dollars (USD $100).

(c) The limitations in this Section 9 do not apply to the Authorized User’s indemnification obligations under Section 8, breaches of the intellectual property restrictions in Sections 3 and 4, or breaches of the data protection obligations in Section 7.

10. Governing Law; Jurisdiction; Geographic Scope

(a) These Terms are governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict of laws principles.

(b) Any dispute arising out of or relating to these Terms shall be subject to the exclusive jurisdiction of the state and federal courts located in King County, Washington.

(c) The Platform is available only to Authorized Users and may be limited to certain jurisdictions and geographies, as may be communicated to you by Microsoft from time to time. Access to or use of the Platform or Outputs from any jurisdiction not approved by Microsoft is not authorized under these Terms.

11. General Provisions

These Terms constitute the entire agreement between Microsoft and the Authorized User with respect to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between Microsoft and the Authorized User with respect to the Platform. If any provision of these Terms is held to be unenforceable, the remaining provisions shall remain in full force and effect. Microsoft’s failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. The Authorized User may not assign or transfer these Terms, or any rights or obligations hereunder, without Microsoft’s prior written consent. Microsoft may assign these Terms in its sole discretion. These Terms shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

12. Region-Specific Terms

The following Region-Specific Terms apply only if the Authorized User is accessing or using the Platform from the specified jurisdiction or region. Where a provision below replaces or supplements a section of the Terms, it applies only for Authorized Users in that jurisdiction. Where both regional and country-specific provisions apply, the more specific country-level provision controls. For clarity, Sections 1 through 11 of these Terms apply to all Authorized Users, provided that, where a provision of this Section 12 conflicts with or modifies a provision of Sections 1 through 11, the provision in this Section 12 will prevail as it relates to an Authorized User from the specified jurisdiction.

(a) Europe, Middle East & Africa (EMEA)

i. Governing Law and Jurisdiction (EMEA — General). These Terms are governed by and construed in accordance with the laws of Ireland. Any dispute arising out of or relating to these Terms shall be subject to the exclusive jurisdiction of the courts of Ireland, provided that this choice of law and forum does not deprive the Authorized User of the benefit of any mandatory provisions of local law.

ii. Disclaimers and Limitation of Liability (EMEA — General). Nothing in these Terms excludes or limits liability that cannot be excluded under applicable law, including mandatory law. Microsoft does not exclude or limit liability for death or personal injury caused by negligence or gross negligence, fraud or fraudulent misrepresentation, or any other liability that applicable law, including mandatory local law, does not permit to be excluded or limited.

iii. Data Protection and Electronic Communications (EMEA — General). The Authorized User represents that it has a lawful basis under all applicable data protection laws and regulations applicable to the processing of personal data in any relevant country, including GDPR, for any personal data processed through the Platform. The Authorized User shall also comply with all applicable electronic communications, direct marketing, and anti-spam laws when using Outputs. Authorized User remains responsible, and Microsoft has no liability, for any Outputs when using for marketing, proposals, or customer communications.

iv. Country-Specific Provisions (EMEA). Country-specific provisions for Germany remain in full force and prevail over the EMEA General provisions where applicable.

A. Germany. If you are accessing the Platform from Germany, the following modifications apply:

1. The following replaces Section 9 (Limitation of Liability) in its entirety:

(a) Unlimited liability. Microsoft shall be liable without limitation for damages caused by: (i) intent (Vorsatz) or gross negligence (grobe Fahrlässigkeit); (ii) culpable injury to life, body, or health; (iii) guarantees (Garantien) expressly assumed by Microsoft under these Terms; and (iv) claims under the German Product Liability Act (Produkthaftungsgesetz).

(b) Essential contractual obligations (wesentliche Vertragspflichten). In the case of a negligent breach of an essential contractual obligation — meaning a principal obligation, the fulfilment of which is a prerequisite for the proper performance of these Terms and upon which the Authorized User may reasonably rely — Microsoft's liability shall be limited to damages that are typical for the contract and reasonably foreseeable at the time of conclusion of the Terms.

(c) Exclusion. Subject to paragraphs (a) and (b), all further liability of Microsoft, whether in contract, tort, or on any other legal basis, is excluded.

2. The following supplements Section 6 (Disclaimers):

The disclaimers in Section 6 shall not operate to exclude any implied obligations or warranties the exclusion of which is prohibited under mandatory German law, including the categories identified in Section 4.1(a) above.

(b) Asia-Pacific (APAC)

i. Governing Law and Jurisdiction (APAC — General). Except as otherwise provided in Section (12)(b)(iv), or prohibited by law, the laws of the State of Washington govern the Terms. If federal jurisdiction exists, you and Microsoft consent to exclusive jurisdiction and venue in the federal courts in King County, Washington. If federal jurisdiction does not exist, then you and Microsoft consent to exclusive jurisdiction and venue in the Superior Court of King County, Washington.

ii. Disclaimers and Limitation of Liability (APAC — General). All disclaimers and liability limitations are subject to mandatory local law. Microsoft does not exclude liability for death or personal injury caused by negligence, willful misconduct, gross negligence, or other non-excludable liabilities.

iii. Data Protection and Electronic Communications (APAC — General). The Authorized User represents that it has a lawful basis under applicable APAC data protection and privacy laws for personal data processed through the Platform, and shall comply with applicable anti-spam and electronic communications laws.

iv. Country-Specific Provisions (APAC). Country-specific provisions for Singapore, Australia, Taiwan, Hong Kong, and India remain in full force and prevail over the APAC General provisions where applicable.

A. Singapore. If you are accessing the Platform from Singapore, the following apply:

1. Governing Law & Jurisdiction. Except as otherwise provided, (i) these Terms are governed by and should be construed according to the laws of Singapore and (ii) you consent to the jurisdiction of and venue in the Singapore courts in all disputes relating to the Terms.

2. Disclaimers & Limitation of Liability — Mandatory Rights Savings. No exclusion for death or personal injury caused by negligence, or any other non-excludable liability under Singapore law. Any aggregate cap is subject to this savings clause.

3. Data Protection. Compliance with the Personal Data Protection Act 2012 (PDPA) and applicable anti-spam laws.

B. Australia. If you are accessing the Platform from Australia, the following modifications apply:

1. Governing Law & Jurisdiction — Savings Clause. The following supplements Section 10:

Except as otherwise provided, (i) these Terms are governed by and should be construed according to the laws of Singapore and (ii) you consent to the jurisdiction of and venue in the Singapore courts in all disputes relating to the Terms. Nothing in Section 10 of these Terms is intended to exclude, restrict, or modify any rights the Authorized User may have under Australian law that cannot lawfully be excluded, restricted, or modified. Additionally, the Authorized User will not be deprived of the benefits of any mandatory provisions of Australian law, including the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)), to the extent those provisions apply.

2. Disclaimers — Non-Excludable Guarantees. The following supplements Section 6:

No provision of Section 6 (Disclaimers) excludes or limits any guarantee, condition, warranty, right, or remedy implied or imposed by any other Australian statute where to do so would contravene that statute or cause any part of these Terms to be void (“Non-Excludable Obligation”).

3. Data Protection. The following replaces Sections 7(a) and 7(b) in their entirety:

(b) The Authorized User shall comply with all applicable anti-spam and electronic communications laws — including the Spam Act 2003 (Cth) — when using Outputs for marketing, proposals, or customer communications.

C. Taiwan (R.O.C.). If you are accessing the Platform from Taiwan, the following modifications apply:

1. Governing Law & Jurisdiction. The following supplements Section 10:

Except as otherwise provided, (i) these Terms are governed by and should be construed in accordance with the laws of the Republic of China, Taiwan and (ii) you and Microsoft hereby designate the Taipei District Court as the court of first instance having jurisdiction over any disputes arising out of or in connection with the Terms.

2. Disclaimers & Limitation of Liability. The following supplements Sections 6 and 9:

All disclaimers in Section 6 and all limitations of liability in Section 9 (including the aggregate cap of USD $100) are subject to the following non-excludable conditions: (a) Microsoft does not exclude or limit liability for damages resulting from willful misconduct or gross negligence; (b) Microsoft does not exclude or limit liability for death or personal injury caused by negligence; and (c) Microsoft does not exclude or limit any liability that cannot lawfully be excluded under Taiwanese law, including provisions of the Taiwan Civil Code that ensure fair and reasonable standard contract terms. Any provision to the contrary shall be deemed modified to the minimum extent necessary to comply with applicable Taiwanese law.

3. Data Protection. The following replaces Section 7(a) and 7(b):

(b) The Authorized User shall comply with all applicable anti-spam and electronic communications laws of Taiwan when using Outputs for marketing, proposals, or customer communications.

D. Hong Kong. If you are accessing the Platform from Hong Kong, the following modifications apply:

1. Governing Law & Jurisdiction. The following supplements Section 10:

Except as otherwise provided, (i) the Terms are governed by and should be construed according to the laws of Singapore and (ii) any dispute arising out of or in connection with the Terms, including any question regarding its existence, validity or termination, must be referred to and finally resolved by arbitration in Singapore under the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC”), which rules are deemed to be incorporated by reference into this section. The Tribunal shall consist of one arbitrator to be appointed by the Chairman of SIAC. The language of the arbitration will be English. The decision of the arbitrator will be final, binding and incontestable and may be used as a basis for judgment thereon in Hong Kong, or elsewhere.

2. Disclaimers & Limitation of Liability — Mandatory Rights Savings. The following supplements Sections 6 and 9:

Pursuant to the Control of Exemption Clauses Ordinance (Cap. 71) and other applicable laws of Hong Kong, the disclaimers in Section 6 and the limitations of liability in Section 9 shall not apply to: (a) death or personal injury caused by negligence; or (b) any other liability that cannot be excluded by law in Hong Kong. The aggregate cap of USD $100 is subject to this savings clause. All disclaimers and limitations shall be read and given effect subject to this provision and, if necessary, shall be adjusted to ensure compliance with Hong Kong law.

3. Data Protection. The following replaces Section 7(a) and 7(b):

(b) The Authorized User shall comply with all applicable anti-spam and electronic communications laws of Hong Kong — including the Unsolicited Electronic Messages Ordinance (Cap. 593) — when using Outputs for marketing, proposals, or customer communications.

E. India. If you are accessing the Platform from India, the following modifications apply:

1. Governing Law & Jurisdiction. The following supplements Section 10:

2. Disclaimers & Limitation of Liability — Mandatory Rights Savings. The following supplements Sections 6 and 9:

All disclaimers in Section 6 and all limitations of liability in Section 9 (including the aggregate cap of USD $100) are subject to the mandatory laws of India. Nothing in these Terms shall exclude or limit any liability which cannot be excluded under Indian law, including without limitation: (a) liability for willful misconduct or gross negligence; (b) liability for death or personal injury caused by negligence; and (c) any liability the exclusion of which would be void under the Indian Contract Act 1872 (including under Section 23 relating to unlawful consideration and Section 28 relating to agreements in restraint of legal proceedings) or other mandatory Indian legislation. Any provision of the Terms inconsistent with mandatory Indian law shall be deemed modified to the minimum extent necessary to comply with such law.

3. Data Protection. The following replaces Sections 7(a) and 7(b) in their entirety:

(a) The Authorized User represents and warrants that it has a lawful basis under all applicable data protection laws for any personal data it uploads to the Platform, including without limitation the Digital Personal Data Protection Act, 2023 of India and any rules, regulations, or notifications issued thereunder, as well as the Information Technology Act, 2000 and the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, to the extent applicable.

(b) The Authorized User shall comply with all applicable anti-spam and electronic communications laws of India when using Outputs for marketing, proposals, or customer communications.

(c) Cross-Regional Provisions (EMEA & APAC)

i. Trade Compliance (supplements Section 11 — General Provisions). This Schedule adds a trade compliance obligation requiring each party to comply with all applicable import, export control, and sanctions laws in connection with use of the Platform and Outputs. The Standard Trade Compliance Clause is required for all Microsoft second-tier or enrollment-level contracts. This obligation applies uniformly across all EMEA and APAC regions and is supplemented by enhanced representations for Authorized Users in the aforementioned categories.

ii. Language (supplements Section 11 — General Provisions). This Schedule provides that the English version of the Terms controls unless local law requires an official local-language version. This principle applies across all EMEA and APAC regions. Where local law mandates a version in an official language, Microsoft will provide or make available such a version, but the Authorized User will be deemed to have elected to proceed in English as permitted by law.

iii. Sensitive Personal Data (Section 7(c)). The base Terms at Section 7(c) prohibit uploading any sensitive personal data — including data revealing racial or ethnic origin, political opinions, religious beliefs, health data, biometric data, or sexual orientation — to the Platform without Microsoft's prior written consent and implementation of appropriate safeguards. This restriction is retained across all EMEA and APAC jurisdictions and does not require region-specific modification.

iv. Indemnification (Section 8). The base Terms at Section 8 require the Authorized User to indemnify, defend, and hold harmless Microsoft against third-party claims arising from: (i) breaches of data protection obligations in Section 7; (ii) misuse of Repository code; (iii) third-party claims from the Authorized User's Input or use of Outputs in violation of the Terms; and (iv) breaches of applicable anti-spam, commercial communications, or data protection laws. This indemnification obligation applies across all regions, subject to mandatory local law. In Germany, the indemnity is subject to the limitation of liability regime set out in Section 4.2 of this Schedule, and in each jurisdiction it is subject to the applicable mandatory-liability savings clause.

v. Audit Rights (Section 4). The base Terms at Section 4 grant Microsoft the right, upon reasonable prior written notice and no more than once per calendar year (absent a breach or suspected breach), to audit the Authorized User's use of the Platform and, if applicable, the Repository to verify compliance with the Terms. This audit right applies uniformly across all EMEA and APAC regions and does not require region-specific modification.

vi. Severability (Section 11). The base Terms at Section 11 provide that if any provision of the Terms is held to be unenforceable, the remaining provisions shall remain in full force and effect. This severability principle is recognized across all EMEA and APAC jurisdictions and is not altered by this Schedule.

(d) Canada

If you are accessing the Platform from Canada, the following modifications apply:

i. Authorized User Content; Output License. The following replaces the second paragraph of Section 3(d):

You represent, covenant, and warrant that (a) you are either the owner of, or otherwise have the necessary rights and licenses to use and to authorize Microsoft to use, the Inputs in any manner contemplated by these Terms; and (b) you have the written consent, release, or permission of each and every natural person that appears in or is included in the Input to collect, use and disclose the personal data of each such person to enable inclusion, use and disclosure of Authorized User Content in any manner contemplated by these Terms, including for the purposes of using the Platform and, if applicable, the Repository as contemplated by these Terms.

ii. Data Protection. The following replaces Sections 7(a) and 7(b):

(a) The Authorized User represents and warrants that it has a lawful basis and authority under all applicable data protection laws for any personal data it uploads to the Platform, including without limitation the Personal Information Protection Act, Law 25 in Quebec, the Personal Information Protection Act in British Columbia, and the Personal Information Protection Act in Alberta.

(b) The Authorized User shall comply with all applicable electronic communications and anti-spam laws — including An Act to Promote the Efficiency and Adaptability of the Canadian Economy by Regulating Certain Activities that Discourage Reliance on Electronic Means of Carrying out Commercial Activities, and to Amend the Canadian Radio-television and Telecommunications Commission Act, the Competition Act, the Personal Information Protection and Electronic Documents Act and the Telecommunications Act (also known as CASL) — when using Outputs for marketing, proposals, or customer communications, including commercial electronic messages.

iii. French Language.

A. The French version of these terms are attached hereto as Appendix A. La version française des présentes modalités est disponible ici dans Annexe A.

B. PUPP generates draft customer proposal materials in English only. You agree to not use these materials with your customers in the province of Quebec who have not previously consented to communications from you in English.

(e) LATAM

i. Colombia, Ecuador and Peru. If you are accessing the Platform from Colombia, Ecuador, or Peru, the following modifications apply:

A. Following the transparency principle under the data protection regulation the base Terms, Section 7 will be complemented as follows:

(e) This authorization shall include all legal requirements, including but not limited to: consent on international data transfer, is informed that Microsoft acts as an independents Data Controller, processing purpose.

(f) The Authorized User has obtained, prior to any data upload, all necessary, prior, express and informed consent, and/or legal bases required under applicable data protection laws to carry out the data upload, including the purpose of the transfer, the country of destination, and disclosure to Microsoft.

ii. Mexico. If you are accessing the Platform from Mexico, the following modifications apply:

A. Data Protection. The following replaces Section 7 in its entirety:

(a) The Authorized User represents and warrants that it has provided a privacy notice according to Mexican data privacy law and regulations, and that all processing of personal data shall be made in accordance with the privacy notice under which personal data has been collected or received. Likewise, the Authorized User represents and warrants that it has a lawful basis under Mexican data protection law and regulations for any personal data it uploads to the Platform, including explicit consent if so required.

(b) The Authorized User shall comply with all applicable anti-spam and commercial communications laws when sending or using Outputs for marketing, proposals, or customer communications.

(c) The Authorized User shall not upload any sensitive personal data (including data revealing racial or ethnic origin, political opinions, religious beliefs, health data, biometric data, or sexual orientation) to the Platform without Microsoft’s and data subject’s prior written consent and implementation of appropriate safeguards.

(d) The Authorized User shall include appropriate privacy notice and disclosures in its own communications to data subjects regarding the processing of their personal data through the Platform.

iii. Chile, Argentina, Uruguay and Paraguay. If you are accessing the Platform from Chile, Argentina, Uruguay, or Paraguay, the following modifications apply:

A. Data Protection.

1. The Authorized User shall not upload any sensitive personal data, (as defined under applicable law) (including data revealing racial or ethnic origin, political opinions, religious beliefs, health data, biometric data, or sexual orientation) to the Platform without Microsoft’s prior written consent and implementation of appropriate safeguards.

2. Data Minimization. Authorized User shall limit the upload, input, or provision of Personal Data to what is strictly necessary for its Permitted Purposes. Authorized User shall ensure that it has a valid legal basis under applicable law for the processing of such Personal Data, including for any cross-border transfers. Authorized User will use commercially reasonable efforts to rely on company-level or non-personal information whenever possible.

3. Data Processing. To the extent Platform Data includes Personal Data, the parties acknowledge that such data may be processed by Microsoft and by authorized service providers acting on Microsoft’s behalf, subject to appropriate contractual and security safeguards. The Authorized User represents that the lawful basis for processing personal data it uploads to the Platform, pursuant to this Section, includes express consent to international transfer and sharing personal data with Microsoft as independent controller.

4. International Transfers. Where Platform Data includes Personal Data and is transferred outside the country in which it was collected, such transfers shall be carried out in accordance with applicable data protection laws and subject to appropriate transfer mechanisms and safeguards.

5. Security Incidents. Authorized User will promptly, and in any event within forty-eight (48) hours, notify Microsoft upon becoming aware of any actual or suspected security incident involving the Platform, the Repository, Platform Data, or Outputs. Authorized User will cooperate in good faith with Microsoft to investigate, mitigate, and remediate any such incident, including by providing relevant information reasonably requested by Microsoft.

B. Governing Law; Jurisdiction; Geographic Scope.

1. Mandatory Laws. Nothing in these Terms limits either party’s obligations under applicable mandatory laws, including data protection, cybersecurity, and similar laws in the jurisdictions where the Platform is accessed or used.

C. General Provisions.

1. Electronic Acceptance; Records. If you are accessing the Platform from Argentina, the following supplements Section 11:

Authorized User agrees that acceptance of these Terms by electronic means (including click-through acceptance) is valid and binding. Microsoft’s electronic records (including logs, timestamps, and versioned copies of these Terms) will be admissible to establish acceptance and the effective Terms version, except where prohibited by applicable law.

iv. Brazil. If you are accessing the Platform from Brazil, the following apply:

A. Governing Law & Jurisdiction. The following replaces Sections 10(a) and 10(b):

These Terms are governed by the laws of Brazil. Any dispute arising from or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts sitting in the city of São Paulo, SP, Brazil. The Authorized User waives all defenses of lack of personal jurisdiction and forum non conveniens.

B. Disclaimers & Limitation of Liability. The following supplements Sections 6 and 9:

Nothing in Sections 6 and 9 of the Terms shall exclude or limit any liability which cannot lawfully be excluded or limited under the laws of Brazil, including (a) liability for death or personal injury caused by negligence; (b) liability for willful misconduct (dolo) or fraudulent misrepresentation; or (c) any other liability that the Brazilian Civil Code or other mandatory law does not permit to be excluded or limited.

C. Data Protection. The following replaces Sections 7(a) and 7(b):

(a) The Authorized User represents and warrants that it has a lawful basis or obtained expresse consent under all applicable data protection laws to process any personal data it uploads to the Platform, including without limitation Brazilian Federal Law No. 13,709 of August 14, 2018 (“LGPD”), as amended, and any implementing, derivative or related legislation, rule, regulation, and regulatory guidance, as amended, extended, repealed and replaced, or re-enacted. The Authorized User represents that the lawful basis for processing personal data it uploads to the Platform, pursuant to this Section, includes express consent to international transfer and sharing personal data with Microsoft as independent controller.

(b) The Authorized User shall comply with all applicable electronic communications laws – including the provisions in LGPD and the Brazilian Federal Law No. 12,965 of April 23, 2014 (Brazilian Internet Civil Framework) – when using Outputs for marketing, proposals, or customer communications.

D. Intellectual Property. The following supplements Section 3(e):

The Permitted Purposes include translations of the Outputs into Portuguese where required by applicable law or regulations. The Authorized User shall be solely responsible for (i) the content, accuracy. completeness and appropriateness of any Portuguese translations of the Outputs, and (ii) determining whether such translation is required under applicable law or regulation. Microsoft shall have no responsibility or liability of any nature for any translations of the Outputs, including for any inaccuracies, errors, omissions or compliance failures arising from such translations, and shall not be deemed to have reviewed, approved or endorsed them.

v. Central America and the Caribbean. If you are accessing the Platform from Central America or the Caribbean region, the following apply:

A. Intellectual Property.

1. License to Input Data and Usage Information. By using the Platform, the Authorized User grants Microsoft a non-exclusive, worldwide, royalty-free license to collect, use, process, and analyze: (i) Inputs submitted to the Platform; (ii) usage data, telemetry, and interaction data generated through the Authorized User’s use of the Platform; and (iii) metadata associated with the foregoing (collectively, “Platform Data”). Microsoft may use Platform Data for the following purposes: (A) operating, maintaining, and improving the Platform; (B) developing new features, products, and services; (C) generating aggregated, anonymized benchmarks, analytics, and insights; and (D) other purposes consistent with the operation and enhancement of the Platform. Microsoft will process Platform Data in accordance with applicable data protection laws and implement appropriate safeguards for international data transfers. Microsoft shall not publicly disclose Platform Data in a form that identifies the Authorized User or any individual data subject without consent, except as required by law or as necessary to enforce these Terms. This license to Platform Data shall survive termination or expiration of these Terms with respect to Platform Data collected prior to termination. The Authorized User’s obligations under Section 7 (Data Protection) apply to any personal data included in Platform Data.