Microsoft 365 Marketplace Terms

These Microsoft 365 Marketplace Terms ("Marketplace Terms") govern all purchases of Microsoft 365 licenses, subscriptions, and related software products made through the Central Lense Inc. online marketplace located at centralense.com/marketplace (the "Marketplace"). By placing an order through the Marketplace, you acknowledge that you have read, understood, and agree to be bound by these Marketplace Terms, our Terms of Use, our Privacy Policy, and any applicable Microsoft service agreements. If you do not agree to these Marketplace Terms, you must not purchase any products through the Marketplace. These Marketplace Terms apply in addition to our general Terms of Use. In the event of any conflict between these Marketplace Terms and the general Terms of Use with respect to Marketplace purchases, these Marketplace Terms shall prevail. If you are purchasing on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Marketplace Terms. In such cases, "you," "your," and "Customer" refer to both you as an individual and the entity you represent.

Central Lense Inc. is an authorized Microsoft Cloud Solution Provider (CSP) partner. The relationship between you, Central Lense Inc., and Microsoft Corporation is structured as follows:

• Central Lense Inc. ("Central Lense Inc.," "we," "us"): Acts as the authorized reseller and Cloud Solution Provider. We procure Microsoft licenses on your behalf, process your orders, handle billing, and provide license activation support and order-related assistance.
• You ("Customer," "you," "your"): The purchaser and end user of the Microsoft 365 licenses. You are responsible for using the licenses in compliance with both these Marketplace Terms and Microsoft's applicable licensing terms.
• Microsoft Corporation ("Microsoft"): The publisher and licensor of the Microsoft 365 software and cloud services. Microsoft provides the underlying software, cloud infrastructure, service availability, product features, updates, and direct product support.

Central Lense Inc. is not an agent, employee, joint venture partner, or legal representative of Microsoft Corporation. Our role is limited to that of an authorized reseller and Cloud Solution Provider. Nothing in these Marketplace Terms creates an agency, partnership, or employment relationship between Central Lense Inc. and Microsoft, or between Central Lense Inc. and you beyond the seller-buyer relationship described herein. Your use of the Microsoft 365 products and services you purchase is ultimately governed by Microsoft's own licensing and service terms, as described in Section 3 below.

By purchasing and using Microsoft 365 products through the Marketplace, you acknowledge and agree that you are also bound by Microsoft's applicable terms and agreements, including but not limited to:

• Microsoft Services Agreement: https://www.microsoft.com/servicesagreement
• Microsoft Privacy Statement: https://privacy.microsoft.com/privacystatement
• Microsoft Product Terms: https://www.microsoft.com/licensing/terms
• Microsoft Acceptable Use Policy: https://www.microsoft.com/servicesagreement (incorporated by reference)

It is your responsibility to review and comply with all applicable Microsoft terms. In the event of any conflict between these Marketplace Terms and the Microsoft Services Agreement or Microsoft Product Terms with respect to the use of Microsoft software and services, the applicable Microsoft terms shall govern your use of the Microsoft software and services themselves. Microsoft may update its terms from time to time. Your continued use of Microsoft products constitutes acceptance of any such updates. Central Lense Inc. is not responsible for changes to Microsoft's terms, pricing, service availability, or product features.

Ordering Process: All orders are placed through the Marketplace at centralense.com/marketplace. The Marketplace checkout experience is powered by Shopify. By completing the checkout process, you are submitting a binding offer to purchase the selected product(s) at the stated price. Pricing: All prices displayed on the Marketplace are quoted in United States Dollars (USD) unless otherwise stated. Prices are subject to change at any time without prior notice. The price applicable to your order is the price displayed at the time you complete your purchase. Taxes: Displayed prices do not include applicable sales tax, use tax, value-added tax (VAT), or other government-imposed taxes, duties, or fees. Any applicable taxes will be calculated and added during the checkout process based on your billing and/or shipping address. You are responsible for the payment of all applicable taxes associated with your purchase. Price Changes: Central Lense Inc. reserves the right to modify prices at any time. Price changes do not affect orders that have already been completed and confirmed. For subscription-based licenses, pricing may be adjusted at the time of renewal, and you will be notified of any price changes prior to your renewal date. Errors: In the event of a pricing error on the Marketplace, Central Lense Inc. reserves the right to cancel any orders placed at the incorrect price. If your order is canceled due to a pricing error, you will receive a full refund of any amounts paid. We will make reasonable efforts to notify you promptly of any such cancellation.

Payment Processing: All payments for Marketplace purchases are processed through Shopify's secure payment infrastructure. Central Lense Inc. does not directly collect, process, or store your payment card information. Payment processing is subject to Shopify's payment terms. Accepted Payment Methods: We accept the following payment methods through the Marketplace:

• Major credit cards (Visa, Mastercard, American Express, Discover)
• Debit cards with Visa or Mastercard logos
• Shop Pay
• Apple Pay and Google Pay (where available)
• Additional payment methods as displayed at checkout

Billing: Payment is due in full at the time of purchase. For subscription-based licenses, you will be billed the applicable recurring fee at the frequency specified at the time of purchase (e.g., monthly or annually). Recurring charges will be billed automatically to your selected payment method until you cancel your subscription in accordance with Section 7. Failed Payments: If a payment fails or is declined, your order will not be processed, and no license will be delivered. You will be notified of the failed payment and may reattempt the transaction. Central Lense Inc. is not liable for any consequences arising from a failed payment, including but not limited to delayed access to software or interrupted services. Receipts and Invoices: An electronic order confirmation and receipt will be sent to the email address you provide during checkout. For business customers requiring formal invoices for accounting purposes, please contact us at legal@centralense.com.

The Marketplace offers the following types of Microsoft 365 licenses: Subscription Licenses:

• Subscription licenses grant you access to Microsoft 365 software and cloud services for a defined period (typically monthly or annual).
• Access to the licensed software and services is contingent upon active subscription status and timely payment of recurring fees.
• Subscription licenses automatically renew at the end of each billing period unless canceled prior to the renewal date in accordance with Section 7.
• Upon cancellation or expiration, your access to subscription-based services will terminate at the end of the current billing period.

Perpetual Licenses (Product Keys):

• Perpetual licenses grant you a one-time, non-expiring right to use the specific version of the software purchased.
• Perpetual licenses do not include access to future version upgrades or cloud-based services unless expressly stated in the product description.
• Perpetual licenses are delivered digitally via license key (product key) sent to your registered email address.

Digital Delivery: All licenses are delivered digitally. You will receive your license key, activation instructions, and any necessary download links via email following successful payment. Delivery is typically completed within minutes of order confirmation, though it may take up to twenty-four (24) hours in some cases. Activation: You are responsible for activating your license using the provided license key and following the activation instructions. Activation typically requires a valid Microsoft account and an internet connection. Central Lense Inc. provides activation support as described in Section 12.

Due to the digital nature of our products, the following refund and cancellation policies apply: Activated Digital Products -- No Refunds:

• Once a license key has been activated or redeemed, no refund will be issued. Digital software licenses are considered fully delivered and consumed upon activation.
• This policy applies to both subscription licenses and perpetual license keys that have been activated.

Unactivated License Keys -- 14-Day Return Window:

• If you have received a license key but have not yet activated it, you may request a refund within fourteen (14) calendar days of the purchase date.
• To request a refund, contact us at legal@centralense.com with your order number, the email address used for the purchase, and confirmation that the license key has not been activated.
• Refund requests for unactivated keys received more than fourteen (14) days after the purchase date will be denied.
• Central Lense Inc. reserves the right to verify that the license key has not been activated before issuing a refund.

Defective or Invalid License Keys:

• If you receive a license key that is defective, invalid, already used, or otherwise does not function as described, please contact us within seven (7) calendar days of delivery at legal@centralense.com.
• Upon verification of the defect, Central Lense Inc. will, at its sole discretion, either issue a replacement license key or provide a full refund.

Subscription Cancellation:

• You may cancel a subscription license at any time by contacting us at legal@centralense.com.
• Cancellation will take effect at the end of the current billing period. No partial or prorated refunds will be issued for unused time within a billing period.
• You will retain access to the subscription services until the end of the current billing period.

Refund Processing: Approved refunds will be processed to the original payment method within five to ten (5-10) business days. Processing times may vary depending on your financial institution.

Your Responsibility: You are solely responsible for ensuring that your use of all Microsoft 365 products and services purchased through the Marketplace complies with the applicable Microsoft licensing terms, including the Microsoft Product Terms, the Microsoft Services Agreement, and any product-specific use rights. You agree to:

• Use licenses only as authorized: Install, access, and use the software only in accordance with the terms of the specific license you purchased. Do not exceed the number of authorized installations, devices, or users permitted under your license.
• Maintain accurate records: Keep accurate records of all licenses purchased, activated, and deployed within your organization.
• Comply with use restrictions: Adhere to all restrictions on use, copying, modification, and distribution as set forth in the applicable Microsoft licensing terms.
• Refrain from unauthorized transfer: Do not transfer, resell, sublicense, or redistribute license keys to any third party without the express written consent of Central Lense Inc. and in compliance with Microsoft's transfer policies.

Audit Rights: Central Lense Inc. reserves the right, upon reasonable notice, to verify your compliance with these Marketplace Terms and applicable licensing requirements. You agree to cooperate with any such verification by providing relevant records, information, and access as reasonably requested. Microsoft may also exercise its own audit rights as provided in the Microsoft licensing terms. Consequences of Non-Compliance: Violation of licensing terms may result in suspension or termination of your Marketplace access, revocation of license keys, and may subject you to claims by Microsoft for licensing compliance enforcement. Central Lense Inc. shall not be liable for any damages, penalties, or losses arising from your failure to comply with applicable licensing terms.

Purchase Data: When you make a purchase through the Marketplace, certain personal and transactional data is collected and processed to fulfill your order. This data may include your name, email address, billing address, payment information, order details, and license key delivery information. Shopify Data Collection: The Marketplace checkout is powered by Shopify. During the checkout process, Shopify collects and processes your personal and payment data in accordance with Shopify's Privacy Policy. Central Lense Inc. does not directly collect or store your payment card details; this information is handled by Shopify's PCI-compliant payment infrastructure. Central Lense Inc. Data Use: We use the personal data collected through Marketplace transactions for the following purposes:

• Processing and fulfilling your orders
• Delivering license keys and activation instructions
• Communicating order confirmations, receipts, and updates
• Providing customer support and resolving order issues
• Maintaining records for accounting, tax, and legal compliance
• Detecting and preventing fraud

For complete details about how we collect, use, share, and protect your personal information, please refer to our Privacy Policy. For information about cookies and tracking technologies used on the Marketplace, please review our Cookie Policy. Microsoft Data Handling: Once you activate and use Microsoft 365 products, your data is subject to Microsoft's privacy practices as described in the Microsoft Privacy Statement. Central Lense Inc. is not responsible for Microsoft's data handling practices.

AS-IS FROM CENTRAL LENSE INC.: ALL PRODUCTS AND SERVICES OFFERED THROUGH THE MARKETPLACE ARE PROVIDED BY CENTRAL LENSE INC. ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CENTRAL LENSE INC. EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. Without limiting the foregoing, Central Lense Inc. does not warrant that:

• The Marketplace will be uninterrupted, timely, secure, or error-free
• License keys will be delivered without delay
• The products available through the Marketplace will meet your specific requirements or expectations
• Any errors or defects in the Marketplace will be corrected

Pass-Through Microsoft Warranties Only: Central Lense Inc. is a reseller and does not manufacture, develop, or publish the Microsoft 365 products sold through the Marketplace. Any warranties, service level commitments, uptime guarantees, or performance assurances associated with Microsoft 365 products are provided solely by Microsoft Corporation and are subject to the terms set forth in the applicable Microsoft agreements. To the extent that Microsoft provides warranties, service credits, or remedies for its products and services, those warranties and remedies are provided directly by Microsoft and not by Central Lense Inc. Central Lense Inc. makes no representations or warranties regarding the performance, reliability, availability, or functionality of any Microsoft products or services. Your Sole Remedy: For any issues related to the functionality, performance, or availability of Microsoft 365 products and services, your sole remedy is as provided by Microsoft under its applicable service agreements and product warranties. Some jurisdictions do not allow the exclusion of implied warranties. In those jurisdictions, the foregoing disclaimers shall apply to the fullest extent permitted by applicable law.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CENTRAL LENSE INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, OR ASSIGNS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, including without limitation:

• Lost profits, lost revenue, or lost savings
• Loss of data, loss of goodwill, or business interruption
• Loss of use or inability to access software or services
• Cost of procurement of substitute goods, services, or licenses
• Damages arising from unauthorized access to or alteration of your data
• Any other intangible losses

arising out of or in connection with your purchase of products through the Marketplace, your use of or inability to use any products purchased through the Marketplace, or any matter relating to these Marketplace Terms, regardless of the theory of liability (whether contract, tort, negligence, strict liability, or otherwise) and regardless of whether Central Lense Inc. has been advised of the possibility of such damages. AGGREGATE LIABILITY CAP: In no event shall the total aggregate liability of Central Lense Inc. for all claims arising out of or relating to these Marketplace Terms or your purchases through the Marketplace exceed the total amount actually paid by you to Central Lense Inc. for the specific product(s) giving rise to the claim in the twelve (12) months immediately preceding the event that gave rise to the liability. Essential Purpose: The limitations of liability set forth in this section shall apply even if any limited remedy provided in these Marketplace Terms fails of its essential purpose. Some jurisdictions do not allow the exclusion or limitation of certain damages. In those jurisdictions, our liability shall be limited to the fullest extent permitted by applicable law.

Central Lense Inc. Support: Central Lense Inc. provides support for the following Marketplace-related matters:

• License Activation Assistance: Help with activating your license key, troubleshooting activation errors, and guidance on the activation process
• Order Issues: Assistance with order confirmations, delivery of license keys, billing inquiries, refund requests, and account-related questions
• License Key Replacement: Investigation and resolution of defective, invalid, or non-functioning license keys
• General Marketplace Inquiries: Questions about product availability, pricing, license types, and Marketplace functionality

To contact Central Lense Inc. support, please email legal@centralense.com or visit our Contact Us page. Microsoft Support: For the following matters, you should contact Microsoft directly, as they fall outside the scope of Central Lense Inc.'s Marketplace support:

• Product Functionality: Questions or issues regarding the features, functionality, or behavior of Microsoft 365 applications and services
• Technical Support: Troubleshooting software issues, installation problems (beyond license activation), configuration, and technical errors within Microsoft products
• Service Outages: Microsoft 365 service availability, outages, and performance issues
• Feature Requests: Requests for new features, improvements, or changes to Microsoft products
• Account and Subscription Management: Managing your Microsoft account, resetting passwords, and configuring Microsoft 365 settings
• Security Issues: Reporting security vulnerabilities or incidents within Microsoft products and services

Microsoft support can be accessed through the Microsoft Support website or through the admin center of your Microsoft 365 subscription. Disclaimer: Central Lense Inc. does not guarantee resolution times for support inquiries and is not liable for any delays in Microsoft's provision of support services.

Right to Terminate Marketplace Access: Central Lense Inc. reserves the right, at its sole discretion, to suspend or terminate your access to the Marketplace at any time, with or without notice, for any reason, including without limitation:

• Violation of these Marketplace Terms or our general Terms of Use
• Fraudulent, abusive, or unlawful activity
• Non-payment or repeated payment failures
• Violation of Microsoft licensing terms
• Conduct that we reasonably believe may expose Central Lense Inc. or its partners to liability

Effect of Termination on Purchased Licenses: Termination of your Marketplace access does not revoke or void licenses that you have already purchased, paid for in full, and activated prior to termination. Activated perpetual licenses remain valid and usable in accordance with the applicable Microsoft licensing terms. Active subscription licenses will continue through the end of their current billing period, but will not be renewed. Effect of Termination on Pending Orders: Any pending or incomplete orders at the time of termination may be canceled at Central Lense Inc.'s discretion. If an order is canceled, you will receive a full refund of any amounts paid for that order. Survival: The following provisions of these Marketplace Terms shall survive any termination: Section 3 (Microsoft Service Agreement), Section 7 (Refund and Cancellation), Section 8 (License Compliance), Section 10 (Warranty Disclaimers), Section 11 (Limitation of Liability), Section 14 (Governing Law), and any other provisions that by their nature are intended to survive termination.

Governing Law: These Marketplace Terms and any disputes arising out of or relating to these Marketplace Terms, the Marketplace, or your purchases through the Marketplace shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles. Exclusive Jurisdiction: Any legal action, suit, or proceeding arising out of or relating to these Marketplace Terms shall be instituted exclusively in the state courts located in New Castle County, Delaware, or the United States District Court for the District of Delaware. You irrevocably consent to the personal jurisdiction of and venue in such courts and hereby waive any objection to such jurisdiction or venue, including on the grounds of inconvenient forum. Severability: If any provision of these Marketplace Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable. If modification is not possible, it shall be severed from these Marketplace Terms. The invalidity or unenforceability of any provision shall not affect the validity or enforceability of the remaining provisions. Entire Agreement: These Marketplace Terms, together with our Terms of Use, Privacy Policy, and Cookie Policy, constitute the entire agreement between you and Central Lense Inc. with respect to your use of the Marketplace and purchases made through the Marketplace. In the event of a conflict between these Marketplace Terms and the general Terms of Use regarding Marketplace purchases, these Marketplace Terms shall control. Waiver: No waiver by Central Lense Inc. of any term or condition set forth in these Marketplace Terms shall be deemed a further or continuing waiver of such term or condition, or a waiver of any other term or condition. Any failure of Central Lense Inc. to assert a right or provision under these Marketplace Terms shall not constitute a waiver of such right or provision.

If you have any questions, concerns, or inquiries about these Microsoft 365 Marketplace Terms, your orders, or the Marketplace, please contact us:

• Email: legal@centralense.com
• Phone: +1 (888) 245-7056
• Mailing Address:
  Central Lense Inc.
  300 Delaware Ave. Suite 210
  Wilmington, DE 19801
  United States

We aim to respond to all inquiries within two (2) business days.