MAKRONET SAM MANAGED SERVICE PROGRAM CUSTOMER TERMS AND CONDITIONS This SAM Managed Service Program Customer Terms and Conditions (“Program Terms”) is between Makronet Bilgi Teknolojileri San. Ve Tic. Ltd.Sti. (“Makronet”) and the party agreeing to these Program Terms (“Customer”, “you” or “your”). By participating in the SAM Managed Service Program (“Program”) you agree (on behalf of the company you represent) to be bound by these Program Terms. Your participation in this Program is voluntary. If you do not agree to these Program Terms, do not participate in the Program. The Program Terms consist of the Terms and Conditions below and the Program Letter provided to you by Makronet. TERMS AND CONDITIONS SECTION 1 Program benefits Program benefits will be set forth in the Program Participation Letter provided to you by Makronet and described in more detail below (“Program Benefits”). These Program Benefits are subject to change as provided in Section 4 below. This terms and conditions document also includes Customer Benefits which are committed by Microsoft. • A “Fresh Start” with Microsoft licensing: For all Microsoft licenses covered in your first Effective Licensing Position, and after the first Effective Licensing Position is approved, our Software Asset Management and License Contract and Compliance teams will generally consider the entitlements documented in this licensing position as the starting point for future reviews. Provided that you have complied with the terms and conditions of this Program, you will not be required to provide documentation evidencing those entitlements in future. [From Microsoft] • Licensing flexibility and optimization that only Microsoft can offer: Microsoft can assist you with a flexible path for licensing the products you need and set you up for future license optimization success. [From Microsoft] • A reduced risk of audit: Microsoft will notify our License Contract and Compliance team that your organization is part of the Program, reducing your risk of being selected for an audit. You acknowledge that your participation in the Program does not mean that you will not be audited. [From Microsoft] • Ongoing product End-of-Life consultation: Makronet will work with you to analyze all Microsoft products in your infrastructure that are already at their end of life or are coming up to their end of support milestone and help you develop a migration plan. [From Makronet] • One strategic consultation, such as cybersecurity, cloud, or other: Based on the data insights from your participation in the Program, Makronet will provide you with an in-depth analysis on a specific topic of strategic interest to you, as defined in your agreement with Makronet. [From Makronet] • Ongoing SAM Optimization Model (SOM) consultation and maturity tracking: Makronet will review your current SOM maturity level annually, provide areas for improvement, and monitor your progress to establishing the best possible SAM policies and procedures for your business, as defined in your agreement with Makronet. [From Makronet] • Potential additional local benefits: Local Program benefits may or may not be available and may vary by region. Some Program benefits available in some locations may not be available in others. [From Makronet] SECTION 2 Customer obligations and eligibility In order to participate in the Program, you agree to the following: (a) you will continuously maintain valid licensing agreements with Microsoft (“Licensing Agreements”); and (b) you will at all times satisfy the Program participation criteria set forth in these Program Terms or otherwise provided by Microsoft, including: • You will continuously maintain a valid separate agreement with Makronet which is the Accredited Provider of the Microsoft SAM Managed Service Program (“SAM Provider”) for the provision of the following minimum SAM Managed Services (“SAM Managed Services”): o Ongoing SOM consultation; o At least one value added services using the Data; o End of Life guidance every 6 months at a minimum, highlighting versioning and patching; o License optimization and SAM maturity roadmap annually at a minimum, comparing Data over time to show variances; and o Additional local requirements as publicly outlined by the local Microsoft team. • You must make a minimum 1 year commitment to the SAM Managed Services, with the intent to renew. • You will share complete, enterprise-wide, inventory/deployment data for all Microsoft products and associated products specifically related to Microsoft virtualization environments across your and your affiliates’ organization (collectively the “Data”) with Makronet (will share such Data with Microsoft) within 90 days of signing an agreement with Makronet to provide the SAM Managed Services. • You will share complete, enterprise-wide, Data with Makronet (will share such Data with Microsoft) not less than once every 6 months. • You will not manipulate the Data in any way, or uninstall any software, before providing the Data to Makronet. All Data submitted to the Makronet (and to Microsoft via Makronet) will be, to the best of your knowledge, true, complete and correct. • You are not in breach of this or any agreement with Microsoft (or any Microsoft affiliate), including any refusal to participate in an audit or missed payment. • If you have received an audit notification from Microsoft or the BSA or are in the process of an ongoing audit with Microsoft or the BSA, you must complete the audit before participating in the Program. You will promptly notify your SAM engagement manager and Makronet if you no longer satisfy any of the above referenced criteria. SECTION 3 Fees and expenses Customer is responsible for its own costs and expenses associated with the Program. SECTION 4 Program changes Makronet may change the Program or any aspect of it at any time. Makronet will give you 14 days’ email or other written notice of any substantive changes to the Program Benefits to the address at which you received your Program Participation Letter or current contact address on file. You are responsible to review these Program Terms regularly for all other changes, which are effective on the date they are posted. Changes do not apply retroactively. SECTION 5 Customer data Customer consents to the terms of the SAM Engagement Data Usage and Privacy Information document located at https://aka.ms/IAMdatausage. Customer also consents to: (a) Makronet’s transfer of the Data, including any encrypted Personal Information captured within the Data, to Microsoft and any of Microsoft’s Affiliates in the United States; (b) Microsoft or any of Microsoft’s Affiliates to transfer of the Data, including the encrypted Personal Information, to Microsoft’s authorized subprocessors or agents in any country where they may be located; and (c) Microsoft, any of Microsoft’s Affiliates and/or Microsoft’s authorized subprocessors use, collection, transfer, copying, backup, storage, and processing of the Data, including the encrypted Personal Information, in connection with the Program. SECTION 6 Disclaimer of warranty; limitation of liability TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MAKRONET DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, AS TO ANY MATTER WHATSOEVER, INCLUDING ANY (IF ANY) IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF REASONABLE CARE OR WORKMANLIKE EFFORT, OF LACK OF NEGLIGENCE, OF ACCURACY OR COMPLETENESS OF RESPONSES, OR OF TITLE OR NON-INFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE IN CONNECTION WITH THE PROGRAM. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL MAKRONET BE LIABLE TO CUSTOMER FOR ANY PUNITIVE, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST BUSINESS OPPORTUNITIES, LOSS OF USE OR EQUIPMENT DOWN TIME, AND LOSS OF OR CORRUPTION TO DATA) ARISING OUT OF OR RELATING TO THE PROGRAM, REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH DAMAGES ARE SOUGHT, AND EVEN IF CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS. SECTION 7 Confidentiality At all times during the Term, and for five years thereafter, you will hold in strictest confidence, and will not use or disclose to any third party, any non-public information that Makronet designates, either in writing or orally, as being confidential, or which, under the circumstances of disclosure ought to be treated as confidential, including these Program Terms. SECTION 8 Termination Your participation in the Program may be terminated by Makronet and Microsoft for your material breach of this or any other agreement you maintain with Makronet (or Microsoft). • If Makronet determines, in its sole discretion, that you have manipulated Data or uninstalled software in violation of these Program Terms, your participation in the Program will be terminated immediately. • If you fail to provide complete Data on agreed upon dates, your participation in the Program may be terminated immediately. • If you do not comply with the Program participation requirements contained in these Program Terms, your participation in the Program may be terminated immediately. • For all other breaches, Makronet may terminate your participation in the Program if you fail to remedy the breach within thirty (30) days after written notice thereof. Your participation in the Program may also be terminated by Makronet if: (1) the Program is discontinued; or (2) Makronet discontinues your SAM Services and you do not transition to an alternative SAM Provider. In the case of (2), your SAM engagement manager can discuss your options and identify next steps. Upon termination of your participation in the Program, all Program Benefits and support will terminate immediately, and all rights and obligations under these Program Terms terminate, except for the following Sections which survive: Sections 3, 5, 6, 7, 9. SECTION 9 General Except as otherwise provided herein, all notices, authorizations, and requests in connection with these Program Terms will be deemed given as of the day they are sent either by messenger or delivery service, charges prepaid, or the day they are deposited in the Turkey mails, postage prepaid, certified or registered, return receipt requested; and addressed, in the case of Customer, to the email address provided by Makronet, or, in the case of Microsoft, to your SAM engagement manager. The laws of the Turkey govern the Program and these Program Terms. If local jurisdiction exists, the parties consent to exclusive jurisdiction and venue in the local courts. Customer may not assign these Program Terms, or any rights or duties under it, directly or indirectly (e.g., by merger, consolidation, other corporate reorganization, or a transfer or sale of a controlling interest), by operation of contract, law, or otherwise, except with Makronet’s express, prior, written consent. Any attempted assignment by Customer in violation of this Section will be void. In the event of such assignment or attempted assignment by Customer, Makronet will have the right to immediately terminate Customer’s participation in the Program. Failure by either party to enforce any provision of these Program Terms will not be deemed a waiver of future enforcement of that or any other provision. These Program Terms will be construed according to the fair intent of the language as a whole, and not for or against either party. These Program Terms constitute the entire agreement between the parties with respect to the subject matter hereof and merges all prior and contemporaneous communications. These Program Terms do not amend or otherwise affect any other agreement between you and Makronet, including the Licensing Agreements.