MINIO AZURE SUBSCRIPTION AGREEMENTS PLEASE READ THIS MINIO SUBSCRIPTION SERVICES AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE INSTALLING, EXECUTING OR USING MINIO SOFTWARE OR SERVICES. BY INSTALLING, EXECUTING OR USING MINIO SOFTWARE OR SERVICES, YOU SIGNIFY ASSENT TO THIS AGREEMENT. IF YOU ARE ACTING ON BEHALF OF AN ENTITY, THEN YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THAT ENTITY. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN YOU MUST NOT INSTALL, EXECUTE OR USE MINIO SOFTWARE AND/OR SERVICES.

This is an Agreement between Minio, Inc. ("Minio") and the individual or entity which purchased Minio Software and Services from Microsoft Corporation, or its authorized affiliates, for use in the Portal (“You” or “you”).

1. Background and Definitions.
• Definitions. “Instance” means a virtual or physical system on which you install or execute all or a portion of the Software. “Portal” means the Service Provider’s online portal (currently referred to as Azure) through which you purchase and/or receive access to Software and Services. “Software” means the Minio branded software for use on the Portal, including all modifications, additions and further enhancements, in each case, which are provided by Minio and obtained directly or via Service Provider or another authorized third party. “Software Maintenance” means access to Software maintenance in the form of fixes, updates, upgrades, modifications and security advisories, when and if available, provided by Minio and delivered to you by the Service Provider. "Service Provider" means Microsoft Corporation, and/or its authorized affiliates, from whose Portal you receive access to Software and Services. “Support Services” mean the technical support services provided by Minio as set forth in Appendix 1. “Services” refer to Software Maintenance and/or Support Services. “Subscription Services” refer to Minio Software and Services delivered to you for a specific term and made available by Service Provider.
• Agreement Background. You have purchased the right to access Minio Software and Services from Service Provider for use in the Portal. This Agreement establishes the terms and conditions under which Minio will provide Software and Services to you in connection with your use of the Software in the Portal, which are in addition to the terms contained in the agreement between you and the Service Provider. Minio is not responsible for (a) the actions of Service Provider, (b) any additional obligations, conditions or warranties provided by Service Provider or (c) any products and/or services that Service Provider provides to you under agreements between you and Service Provider, including any access, outages or unavailability of the Software or Services on the Portal. In order to provide a positive support experience, Minio and Service Provider may collaborate regarding issues relating your Subscription Services on the Portal and you consent to Minio working on and discussing your Subscriptions Services and related information with the Service Provider for the purpose of providing Subscription Services.
2. Terms of Service.
• Software Access and Services. For each Instance of Software purchased from Service Provider for use in the Portal, you will receive access to Subscription Services. Subscription Services are provided only for your own benefit and use within the Portal.
• Purchase Requirements. During the term of this Agreement, as set forth in Section 6, you may purchase Services for each Instance from only either (i) Service Provider, when the Software Instance is obtained from Service Provider, or (ii) Minio or a Minio authorized business partner, when the Software Instance is obtained from Minio or authorized business partner. If you are using any of the Services to support or maintain instances of Minio or non-Minio software (other than Software Instances obtained from and for which you have paid Services Provider) either within or outside the Portal, then you are required to notify Minio of such use and pay Minio the standard software subscription fees for such use. Distributing the Software and Services (or any portion) to a third party outside the Portal or using the Software and/or Services to support a third party without paying for each Instance is a material breach of this Agreement even though the open source license applicable to individual software packages may give you the right to distribute those packages (and this Agreement is not intended to interfere with your rights under those individual licenses). For clarification purposes, this Agreement does not apply to software subscriptions obtained for uses outside the Portal.
3. License.

During the term of this Agreement Minio hereby grants you a nonexclusive, revocable, non-sublicensable, nontransferable license to use the Software for the period of time you have the ability to access the Software or Services in the Portal. The license granted hereunder does not constitute a transfer or sale of Minio’s ownership rights in or to the Software. Except for the license rights granted above, Minio retains all right, title and interest in and to the Software and Services, including all intellectual property rights therein. The Software is protected by applicable intellectual property laws including United States copyright laws and international treaties. No right, express or implied, is granted under this Agreement to (i) use any Minio or affiliate trade name, service mark, or trademark or (ii) distribute the Software utilizing any Minio or affiliate trademarks. You may not rent, lease, sublicense, sell, assign, loan, or otherwise transfer the Software or any of your rights and obligations under this Agreement. Except for the license rights granted above, you may not reverse engineer, decompile, or disassemble the Software, except to the extent the foregoing restriction is expressly prohibited by applicable law. You may not remove or destroy any copyright notices or other proprietary markings. You may not modify or adapt the Software, merge the Software into another program or create derivative works based on the Software.

4. Service Provider Specific Services.

Service Provider may offer specific services, offerings or protections related to its Portal, including but not limited to the provision of Services by US only personnel, compliance with certain regulations or regimes or other such Service Provider specific obligations (“Service Provider Offerings”). Other than as specifically agreed to in writing, the Subscription Services are not provided subject to those Service Provider Offerings, and any Service Provider Offerings solely relate to the Service Provider or the Portal itself and not to the Subscription Services operated on the Portal.

5. Confidentiality.
• Obligations. During the term of this Agreement, both parties agree that (i) Confidential Information will be used only in accordance with the terms and conditions of this Agreement; (ii) each will use the same degree of care it utilizes to protect its own confidential information, but in no event less than reasonable care; and (iii) the Confidential Information may be disclosed only to employees, agents and contractors with a need to know, and to its auditors and legal counsel, in each case, who are under a written obligation to keep such information confidential using standards of confidentiality not less restrictive than those required by this Agreement. Both parties agree that obligations of confidentiality will exist for a period of two (2) years following initial disclosure of the particular Confidential Information. "Confidential Information" means all information disclosed by either Minio or you ("Disclosing Party") to the other party ("Recipient") during the term of this Agreement that is either (i) marked confidential or (ii) disclosed orally and described as confidential at the time of disclosure and subsequently set forth in writing, marked confidential, and sent to the Recipient within thirty (30) days following the oral disclosure.
• Exclusions. Confidential Information will not include information which: (i) is or later becomes publicly available without breach of this Agreement, or is disclosed by the Disclosing Party without obligation of confidentiality; (ii) is known to the Recipient at the time of disclosure by the Disclosing Party; (iii) is independently developed by the Recipient without use of the Confidential Information; (iv) becomes lawfully known or available to the Recipient without restriction from a source having the lawful right to disclose the information; (v) is generally known or easily ascertainable by parties of ordinary skill in the business of the Recipient; or (vi) is software code in either object code or source code form that is licensed under an open source license. The Recipient will not be prohibited from complying with disclosure mandated by applicable law if, where reasonably practicable and without breaching any legal or regulatory requirement, it gives the Disclosing Party advance notice of the disclosure requirement.
6. Term, Reporting and Inspection.

The Agreement begins on the date that you accept this Agreement or the date you first obtain the ability to access to the Software or Services in the Portal, whichever is earlier, and continues for the period of time you have the ability to access the Software or Services in the Portal (subject to Section 11). A party may terminate this Agreement for material breach if the other party has failed to cure a breach within ten (10) days prior written notice, provided that you may have other or additional obligations to the Service Provider in order terminate access to the Subscription Services and the terms of this Agreement shall apply until such access is terminated. Minio may terminate this Agreement for any reason upon fifteen (15) days’ notice. During the term of this Agreement and for one (1) year thereafter, Minio or its designated agent may inspect and review your facilities and records in order to verify your compliance with this Agreement. Minio will give you written notice of any non-compliance, and you will have fifteen (15) days from the date of such notice to make payment to Minio for any amounts owed.

7. Limitation of Liability and Disclaimer of Damages
• Limitation of Liability. FOR ALL EVENTS AND CIRCUMSTANCES, MINIO’S AND ITS AFFILIATES’ AGGREGATE AND CUMULATIVE LIABILITY ARISING OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ON ACCOUNT OF PERFORMANCE OR NON-PERFORMANCE, REGARDLESS OF THE FORM OF THE CAUSE OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), STATUTE OR OTHERWISE WILL BE LIMITED TO DIRECT DAMAGES AND WILL NOT TO EXCEED THE AMOUNT THAT YOU PAID TO SERVICE PROVIDER ATTRIBUTABLE TO THE MINIO SOFTWARE AND SERVICES PROVIDED UNDER THIS AGREEMENT (AS DEFINED IN SECTION 1.1 ABOVE) DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY UNDER THIS AGREEMENT.
• Disclaimer of Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT WILL MINIO OR ITS AFFILIATES BE LIABLE TO YOU OR YOUR AFFILIATES FOR: ANY CLAIM BASED UPON A THIRD PARTY CLAIM; ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER ARISING IN TORT, CONTRACT, OR OTHERWISE; OR FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY MALFUNCTIONS, DELAYS, LOSS OF DATA, LOST PROFITS, LOST SAVINGS, INTERRUPTION OF SERVICE, LOSS OF BUSINESS OR ANTICIPATORY PROFITS, EVEN IF MINIO OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8. Representations and Warranties.

Minio represents and warrants that, to its knowledge, the Software does not intentionally include malicious or hidden mechanisms or code for the purpose of damaging or corrupting the Software. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 8, THE SERVICES AND THE SOFTWARE ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OR CONDITIONS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. MINIO DOES NOT GUARANTEE OR WARRANT THAT THE USE OF THE SERVICES OR SOFTWARE WILL BE UNINTERRUPTED, COMPLY WITH REGULATORY REQUIREMENTS, BE ERROR FREE, THAT MINIO WILL CORRECT ALL SOFTWARE ERRORS OR THAT INFORMATION STORED WHEN USING THE SERVICES ON SERVICE PROVIDER’S PORTAL WILL BE SECURE. MINIO SERVICES MAY BE SUBJECT TO DELAYS, OR OTHER LIMITATIONS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS; MINIO IS NOT RESPONSIBLE FOR SUCH DELAYS, DELIVERY FAILURES OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY MINIO, ITS AFFILIATES, DEALERS, DISTRIBUTORS, AGENTS, SERVICE PROVIDER OR EMPLOYEES WILL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN.

9. Governing Law/Consent to Jurisdiction.

The validity, interpretation and enforcement of this Agreement will be governed by and construed in accordance with the laws of the United States and of the State of California without giving effect to the conflicts of laws provisions thereof or the United Nations Convention on Contracts for the International Sale of Goods. All disputes arising out of or relating to this Agreement will be submitted to the exclusive jurisdiction of the state or federal courts of competent jurisdiction located in Santa Clara County, California, USA and each party irrevocably consents to such personal jurisdiction and waives all objections to this venue. In the event the Uniform Computer Information Transactions Act (UCITA) or any similar federal or state laws or regulations are enacted, it will not apply to this Agreement, and the governing law will remain as if such law or regulation had not been enacted. No claim or action, regardless of form, arising out of this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.

10. Export & Privacy

As between Minio and you, you are solely responsible for complying with any applicable export laws or regulations related to your use of the Subscription Services and you agree not to transmit information, data or technology governed by the International Traffic in Arms Regulations to Minio in the course of your use of the Subscription Services. Minio may supply you with technical data that may be subject to export control restrictions. Minio will not be responsible for compliance by you with applicable export obligations or requirements for such technical data. You acknowledge and agree that to provide the Services, it may be necessary for information to be transferred between Minio, its affiliates, business partners, and/or subcontractors, which may be located worldwide.

11. Updates to Terms and Privacy Policy.

Minio may modify this Agreement (including Appendix 1) at any time by posting a revised version at https://minio.io/privacy/Minio_Privacy_Statement_for_Microsoft_Azure.html by otherwise notifying you, and/or by requiring you to accept the new revised terms. The modified terms will become effective (i) upon posting, (ii) if we notify you by email, as stated in the email message, or (iii) otherwise upon your acceptance. By continuing to use the Services after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to review this Agreement to be aware of the most recent terms. Any data collected or received by us under this Agreement is subject to the Minio Privacy Policy, available at https://minio.io/privacy/Minio_Privacy_Statement_for_Microsoft_Azure.html.

12. Miscellaneous.

(12.1) Notices. Notices must be in English and in writing. Minio may provide a notice to you under this Agreement by: (i) posting the notice on the Minio section of the Service Provider website; and/or (ii) sending a message to the email address associated with your account. Notices provided by posting on the Service Provider website will be effective upon posting and notices provided by email will be effective when Minio sends the email. You will be deemed to have received any email sent to the email address associated with your account following transmission by Minio. To give notice to Minio under this Agreement, you must contact Minio either by (1) overnight courier to 530B University Ave, Palo Alto CA 94301 or (2) facsimile at 844 35-MINIO. Notices provided by overnight courier or facsimile transmission will be effective one business day after they are sent. (12.2) Assignment. This Agreement is binding on the parties to this Agreement and nothing in this Agreement confers upon any other person any right, of any nature, save for the parties’ affiliates. Minio may freely assign this Agreement. You may assign or otherwise transfer this agreement only upon Mino’s prior written consent. (12.3) Force Majeure. Except with respect to the payment of fees under this Agreement, neither party will be liable for nonperformance or delays caused by acts of God, wars, riots, strikes, fires, floods, earthquakes, government restrictions, terrorist acts or other causes beyond its reasonable control. (12.4) Severability. If any provision of this Agreement is held invalid or unenforceable for any reason but would be valid and enforceable if appropriately modified, then such provision will apply with the modification necessary to make it valid and enforceable. If such provision cannot be so modified, the parties agree that such invalidity will not affect the validity of the remaining provisions of the Agreement. (12.5) Waiver. No waiver will be valid unless in writing signed by an authorized representative of the party against whom such waiver is sought. (12.6) Complete Agreement. This Agreement represents the complete agreement between the parties with respect to subject matter hereof and all other agreements with respect to the subject matter hereof are merged therein. (12.7) Amendment. Except as set forth in Section 11, this Agreement may not be amended, supplemented or modified except by a written instrument signed by the parties hereto, which instrument makes specific reference to this Agreement. (12.8) The Software and its documentation are "Commercial items," "Commercial computer software" and "Computer software documentation" as defined by the Federal Acquisition Regulations (“FAR”) and Defense Federal Acquisition Regulations Supplement (“DFARS”). Pursuant to FAR 12.211, FAR 12.212, DFARS, 227.7202-1 through 227.7202-4, and their successors, the U.S. Government acquires the Software and its documentation subject to the terms of this Agreement. (12.9) Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED UNDER THIS AGREEMENT.

APPENDIX 1 SUPPORT SERVICES

Support Coverage.

Minio does not provide Support Services for Software that (a) you (or a third party) have modified or recompiled, other than as agreed by Minio or (b) is running in a location other than the Portal. Except as otherwise expressly stated, Support Services does not include data migration or data recovery support. Minio will use commercially reasonable efforts to provide Support Services in accordance with the guidelines shown in Table 1 below. Support Services are provided in the English language and may be available in other languages based on available resources. Minio will provide internet and telephone support. You will open a ticket and if required Minio will call back at the number provided in the ticket.

Service Level Guidelines.

Support Services are available as set forth below. After the initial response, Minio will provide status updates on the issue until (i) the issue is resolved; (ii) the issue is downgraded to a lower severity level (in which case status updates will be provided in accordance with the update guidelines applicable to the new severity level); or (iii) the parties agree on an alternative update schedule. Problems in the Software are classified according to severity of impact on the use of the Software as follows:

Severity Impact

1A Failure of the Software to substantially conform to the functional specifications set forth in any documentation provided by Minio or to operate as Minio intended (“Problem”) that severely impacts your use of the Software. The situation halts your business operations and no procedural workaround exists.

2A Problem that involves partial, non-critical loss of use of the Software. The problem causes a medium-to-low impact on your business, but your business continues to function, including by using a procedural workaround.

Response Time Goals.

Minio agrees to use reasonable efforts to acknowledge software Problems reported to Minio by you on Minio’s problem reporting form and to use reasonable efforts to provide workarounds, meaning a modification or “patch” for a particular version of the Software, which may be of a temporary or interim nature, to help avoid, correct, or circumvent a Problem. Acknowledgements will be sent to you via email. For Problems other than Severity 1 or Severity 2, Minio will use reasonable efforts to address the issue on a commercially reasonable basis. The following response time goals will be in effect:

Severity 1:

If a Severity 1 Problem is reported Minio will use reasonable efforts to begin within four (4) hours to reproduce and resolve the problem, and will carry out those efforts until the Problem is reasonably addressed. Minio will use commercially reasonable efforts to ensure that Severity 1 issues bypass lower support tiers, resolve all Severity 1 Problems in the shortest time possible, and review with You the status on an a regular basis until resolved.

Severity 2:

If the Problem is a Severity 2 Problem, Minio will begin efforts to reproduce the problem within a reasonable period of time. Minio will use commercially reasonable efforts to commence resolving Severity 2 Problems within 24 hours of classification, and will review with You the status on a business daily basis or as otherwise agreed.

Support Means.

Internet Support.

Minio shall provide Internet assistance to online chat and email and through access to a website that may include any of the following: a knowledge base, on-line case tracking, frequently asked questions, and documentation. While opening the ticket the you should have the following information and materials ready when calling for support: (i) customer number; (ii) product version; (iii) model and operating system of supported network device; and (iv) direct access to the network device with the error. To assist in expeditiously resolving the problem, You should record the following information for reference and should provide the information to Minio: (i) error messages and indications that You received when the malfunction occurred; (ii) what the user was doing when the malfunction occurred; (iii) what steps You have taken to reproduce the malfunction; (iv) what steps You may have already taken to solve the problem; and (v) system logging

Telephone Support.

Minio shall provide telephone assistance to you with respect to use of the Software and to resolve Problems at telephone numbers listed by the customer in the ticket.

Pre-Call Procedures.

Prior to requesting Support Services from Minio, You shall comply with all published operating and troubleshooting procedures for the Software. If such efforts are unsuccessful in eliminating the Problem, You shall then promptly notify Minio of any Problem. You shall confirm that the following conditions are true before contacting Minio for Support Services:

Reproduction.

Release Level.

Support Representative.

Access.

Cooperation.

Disclaimer.

Minio shall not be responsible to provide Support Services, or any other maintenance and support to the extent that Problems arise because of Your (i) misuse, improper use, misconfiguration, alteration, of, or damage to, the Software; (ii) use the Software with any hardware or software not supplied or supported by Minio; (iii) failure to install any updates or upgrades to the Software; or (iv) otherwise use in a manner not in accordance with the Agreement, applicable documentation or Minio’s directions.

Limitation On Support Services.

Minio shall have no obligation to repair or address any problem that is due to Your incorrect or improper use of the Software or failure to comply with the terms of this Agreement. However, at Your request in writing approving the fees therefor, Minio may provide consulting services to correct the problem. Support Services do not cover the operation or use of third party hardware or software, nor do they cover Software to the extent modified by You or used in any manner in violation of the Agreement or inconsistent with any documentation or specifications provided by Minio.

No Training.