BRAND LICENSE AGREEMENT FOR MARKETING/ADVERTISING

This Brand License Agreement for Marketing/Advertising ("License") is between Microsoft Corporation ("Microsoft") and Licensee.

Upon acceptance of this License, Licensee may use the Brand Elements in accordance with the terms of the License and any specifications on Retail Asset Distribution or otherwise provided by Microsoft. Use of Retail Asset Distribution is subject to the Terms of Use and Privacy Statement available through the Retail Asset Distribution website.

1. Definitions.

A. "Brand Elements" means the graphic elements, including Microsoft logos and designs, provided by Microsoft on Retail Asset Distribution.

B. "Licensee" is the person or company that accepts this License by typing their name and clicking "I Accept" below.

C. "Retail Asset Distribution" is the Web site located at https://rad.clouddam.microsoft.com or any successor URL.

D. "Quality Standards" are the conditions described in paragraph 4 of this License.

2. License Grant & Restrictions.

A. Microsoft hereby grants to Licensee a worldwide, nonexclusive, nontransferable, royalty-free, personal license to use the Brand Elements solely on marketing and advertising materials that meet the Quality Standards and to advertise the corresponding Microsoft software or service. Licensee agrees to comply with any use specifications that may be provided by Microsoft with the Brand Elements. Microsoft reserves all rights not expressly granted herein.

B.Licensee may not:

(i) use the Brand Elements in a way that may cause confusion about whether Licensee’s or third party products, services or activities are from Microsoft;

(ii) do or say anything that implies that Microsoft is affiliated with, sponsors, endorses or approves of Licensee or any third party, or their products, services or activities, other than as contemplated by this License;

(iii) do or say anything that may cause confusion about whether Microsoft owns the Brand Elements;

(iv) register, adopt or use any name, trademark, domain name or other designation that includes or violates Microsoft’s rights in the Brand Elements or any Microsoft trademark in the Brand Elements;

(v) use the Brand Elements in a way that would damage Microsoft’s reputation or goodwill in the Brand Elements;

(vi) alter, animate or distort the Brand Elements or combine them with any other symbols, words, images or designs; or

(vii) use the Brand Elements to indicate any hardware or software compatibility with Microsoft software unless explicitly authorized by Microsoft or a Microsoft affiliate under a written logo program agreement.

3. Ownership & Use.

A. Licensee acknowledges that:

(i) Microsoft is the sole owner of the Brand Elements and the goodwill associated with the Brand Elements;

(ii) Licensee will not acquire any right, title or interest in the Brand Elements because of Licensee’s use of the Brand Elements; and

(iii) Microsoft is the sole beneficiary of the goodwill associated with Licensee’s use of the Brand Elements.

B. Microsoft will have the sole right to determine, in its sole discretion, whether to take legal action to enforce or defend its rights in the Brand Elements and will control any legal action concerning the Brand Elements.

C. Licensee must use the ™ and ® symbols next to the Brand Elements, as shown on artwork provided by Microsoft.

D. Licensee must display the appropriate trademark notice on all materials where any Brand Element is used, as an example, in the following form: "Microsoft, Windows 8.1, and the Windows logo are trademarks of the Microsoft group of companies."

4. Quality Control.

A. Licensee may use the Brand Elements solely in connection with advertising and marketing materials, products, services and activities that:

(i) meet or exceed the quality of materials, products, services and activities distributed, performed or advertised by Licensee at the time of Licensee’s execution of this License,

(ii) meet or exceed standards of quality and performance generally accepted in the industry, and

(iii) comply with all applicable laws, rules, and regulations.

(collectively the "Quality Standards").

B. Licensee will cooperate with Microsoft to facilitate periodic review of Licensee’s use of the Brand Elements and of Licensee’s compliance with the Quality Standards. Licensee shall promptly correct and remedy any deficiencies in its use of the Brand Elements and conformance to the Quality Standards upon reasonable notice from Microsoft.

5. Indemnification from Licensee.

Licensee will indemnify and defend Microsoft from and against third party claims, damages, costs, and expenses (including reasonable attorneys' fees) related to (a) Licensee’s products, services, activities, and any content on Licensee’s advertising and marketing materials to the extent such content was not provided by Microsoft; and (b) Licensee’s use of the Brand Elements in breach of this License, ("Licensee Claim"), provided:

6. Term & Termination.

Microsoft reserves the right in its sole discretion to terminate or modify consent to use the Brand Elements at any time. Licensee shall immediately cease all use of the Brand Elements upon Microsoft’s notice or termination of the License. However, unless Microsoft provides notice in writing to the contrary, Licensee may distribute marketing materials containing the Brand Elements at the time of termination, for a period of 10 days from termination of this License, so long as such materials and use of the Brand Elements comply with the terms of this License.

EXECUTION OF THIS AGREEMENT: Checking the box means that you accept and agree to be bound by all terms of this Agreement. Do not proceed if you are not authorized to bind Licensee or you do not agree to the terms of this Agreement.