TERMS AND CONDITIONS

These Terms and Conditions (collectively, the “Terms”) govern the use by the undersigned, its affiliates, and/or customers (collectively, “You” or “Client”) of Velosio’s online subscription management platform (the “Marketplace”). By visiting, using, and/or transacting on the Marketplace, You are agreeing with and consenting to these Terms. Should you not agree with these Terms, you should cease all types of use of the Marketplace immediately.

These Terms are entered into as contemplated in that Master Services Agreement or comparable agreement, including, but not limited to, that Stratos Cloud Alliance Partner Agreement (the “Agreement”), executed on behalf of You and Velosio, LLC (“Velosio”), and the terms of the Agreement are incorporated herein by reference. In the event of a conflict between the terms of the Agreement and these Terms, these Terms will control for purposes of transacting via the Marketplace only, and not for purposes of any other agreement.

1. Subscriptions. In the Marketplace You are able to purchase software subscriptions, various related services, and/or any other offerings that are more particularly identified therein (individually, a “Subscription” and collectively, the “Subscriptions”). The Subscriptions at all times are subject to these Terms.

The Subscriptions are also subject to any and all terms and conditions (the “Subscription Terms and Conditions”) established by the provider and/or publisher thereof (the “Software Publisher”), including, but not limited to, those set forth at: Microsoft Product Terms, New commerce experience cancellation policy – Partner Center | Microsoft Learn, https://www.velosio.com/market-terms, and as identified below. You agree that your use of each Subscription must be in accordance with these Terms, as well as the Subscription Terms and Conditions. By using a Subscription, You are deemed to have agreed to all these Terms and the Subscription Terms and Conditions. Velosio will not accept any liability for Your failure to comply with these Terms and/or the Subscription Terms and Conditions. In addition thereto, You agree to hold harmless Velosio for Your noncompliance with any of these Terms and/or the Subscription Terms and Conditions.

The only purpose for which You have access to the Marketplace is to purchase Subscriptions, and You shall have no other rights in or to the Marketplace. Should you not comply with these Terms or the Subscriptions Terms and Conditions, in both cases as determined by Velosio in its sole discretion, Velosio may, but shall not be required to, terminate your access to the Marketplace.

Unless otherwise indicated, the Subscriptions have an annual term, and You are committing to such annual term by purchasing the Subscription. Unless otherwise indicated, the term of the Subscription will automatically renew (upon the conclusion of the then current term) at the then current pricing, for successive annual periods.

All sales of any Subscription are final.

2. Payment. You are responsible for payment in full of each Subscription.  It may be the case that You make annual or monthly payments for a Subscription, but You nevertheless remain obligated to pay for the entire amount of such Subscription until such time as the entire amount of the Subscription has been paid in full.

The payments terms for a Subscription are as set forth in the Marketplace, with invoices being due on the date provided in the invoice. Any other payment terms, or any request to make payment outside of the Marketplace, must be agreed upon in writing prior to the provisioning of the Subscription. To the extent that the Marketplace offers an option for automatic payments for invoices, it is Velosio’s policy that You agree to, accept, or opt in to such automatic payment option unless Velosio has explicitly granted You an exception to such policy. In the event that the automatic payment option You have set up fails for any reason, You acknowledge and agree that Velosio may charge You a fee for such failure and You agree to immediately pay such fee.

Should You not make a Subscription payment in accordance with these Terms, You agree that Velosio may take any action to deal with such failure as it deems necessary in its sole discretion. In furtherance thereof, in the event of Your failure to make a Subscription payment in accordance with these Terms, You agree: (a) to pay a late payment charge which shall be assessed on the unpaid amount at a rate of 1½% per month or the highest rate allowed by law, in each case compounded monthly to the extent allowed by law; and (b) that the entire balance owed on the Subscription shall immediately become due and payable. If an invoice is not disputed within 10 days of its issuance, You are deemed to have approved and accepted the invoice.

Should the Software Publisher at any time during the term of the Subscription increase its pricing for the Subscription, You acknowledge and agree that You are responsible for the payment of any such increase; provided, however, that Velosio will endeavor to provide You with any notice Velosio might have received related to any such price increase.

All Subscription payments are to be made in U.S. Dollars.

3. Taxes. The payment of any Subscription via the Marketplace is exclusive of any taxes. If any authority imposes a duty, tax, levy, or fee in connection with the Subscription, You agree to promptly pay that amount as specified in an invoice or supply exemption documentation.

4. Remedies. In addition to any other right or remedy specified herein, in the event that You fail to make any Subscription payment when due, Velosio reserves the right to (a) cease providing the Subscription; and/or (b) exercise any and all rights and remedies available to it at law or in equity to rectify such failure.  Velosio’s failure to insist upon or enforce Your strict compliance with these Terms will not constitute a waiver of any of its rights. In addition to the foregoing, Velosio reserves the right to charge a re-activation fee in its reasonable discretion for any de-activated Subscription that becomes reinstated.

5. Your Responsibilities. You agree that You shall abide by all rules and regulations governing the use of the Marketplace, including, but not limited to, those established by Velosio and/or the Marketplace host or provider (the “Provider”). Your use of the Marketplace must at all times be in conformance with the intended use of the Marketplace as promulgated and/or established by Velosio and Provider from time to time. In furtherance of the foregoing, You shall not: (i) copy all or any portions of the Marketplace or any of its features or functionality or documentation; (ii) disassemble, reverse engineer, modify, translate, alter or decompile all or any portion of the Marketplace or otherwise discern the software or source code of the Marketplace; (iii) adapt, modify, translate, or create derivative works of the Marketplace; (iv) distribute, copy, rent, lease, sublicense, assign, transmit, sell or otherwise transfer the Marketplace or any contractual right to use thereof; or (v) install or facilitate the installation by a third party of any service connector on the Marketplace.

In addition to the foregoing, You shall: (a) have sole responsibility for the accuracy, quality, and legality of any data that You input into the Marketplace; and (b) take commercially reasonable efforts to prevent unauthorized access to, or use of, the Marketplace through login credentials of authorized parties, and notify Velosio immediately of any such unauthorized access or use. You shall not: (i) access or use the Marketplace in violation of applicable laws; (ii) knowingly interfere with or disrupt performance of the Marketplace, or the data contained therein; (iii) attempt to gain access to the Marketplace or its related systems or networks in a manner not explicitly set forth in the documentation; or (iv) otherwise use the Marketplace in any objectionable manner.

You are not permitted to give, or allow any third party to have, access to the Marketplace.

6. Authorized Contacts. In connection with You registering to use the Marketplace, You have previously provided to Velosio Your contact information, both for administrative and technology purposes. It is Your sole responsibility to notify Velosio in writing should You desire to make any changes whatsoever to the contact information You have provided. Until Velosio has been notified of any such changes, Velosio will use the contact information that has previously been provided to it.

7. Sufficient Number of Subscriptions. It is Your responsibility to ensure that you have acquired a sufficient number of Subscriptions to match (i) the quantities of the services provided to You and/or that You are receiving; and (ii) the maximum number of users and/or devices that may access or use the services You are receiving. You must promptly notify Velosio should You be aware that You have or may have an insufficient number of applicable subscriptions.

8. Warranties; Disclaimer; Limitations. THE MARKETPLACE AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE), OFFERINGS, AND OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE MARKETPLACE ARE PROVIDED BY VELOSIO ON AN “AS IS” AND “AS AVAILABLE” BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. VELOSIO MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE MARKETPLACE, OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE), OFFERINGS, OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE MARKETPLACE, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF THE MARKETPLACE IS AT YOUR SOLE RISK.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VELOSIO MAKES NO WARRANTY OF ANY KIND REGARDING THE MARKETPLACE OR ANY DOCUMENTATION RELATED THERETO, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND AGAINST INFRINGEMENT. VELOSIO DOES NOT WARRANT THAT THE MARKETPLACE WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, OR BE ERROR FREE OR SECURE. Velosio will not have any liability if any alleged defect in the Marketplace is due to causes not within its control, including, but not limited to, any defect caused by: (i) any negligent act or omission by any party other than Velosio; (ii) modification or misuse of the Marketplace in a manner not reasonably foreseen to be utilized in connection with the Marketplace and services provide herein; (iii) third party products or services (including general Internet connectivity); or (iv) force majeure events.

In no event will Velosio, its licensors, or Provider (collectively, the “Marketplace Parties”) be liable for consequential, exemplary, indirect, special, punitive, or incidental damages arising out of or relating to these Terms and/or Your use of the Marketplace. In addition to the foregoing, Velosio’s liability arising out of or relating to these Terms and/or Your use of the Marketplace, regardless of the form of action, whether in contract, tort, negligence or otherwise, is limited to the direct damages finally awarded in an amount not to exceed the fees paid or payable by You to Velosio via the Marketplace during the six month period immediately preceding the event which gave rise to such claim(s).

Neither the Marketplace Parties nor the Software Publisher will accept any liability related to your failure to comply with these Terms, and You shall indemnify them and hold them harmless for Your failure to comply with these Terms.

9. Miscellaneous. Except for the limited right You have to purchase Subscriptions via the Marketplace, Velosio and its licensors retain all ownership and proprietary rights in and to the Marketplace, together with any and all software, code, or documentation associated with the Marketplace. You have no right in and to the Marketplace except as otherwise specifically set forth herein.

10. Modification. Velosio may change, suspend, or discontinue these Terms, or any part of them, at any time without notice and it is Your responsibility to stay abreast of any such changes. Velosio may amend any of these Terms at its sole discretion. Your continued use of the Marketplace after the effective date of the revised Terms constitutes Your acceptance of the revised Terms.

If any of the Subscription Terms and Conditions and/or any of Microsoft’s terms change, You may be required to accept the new terms prior to the processing of orders for any Subscriptions.

11. Governing Law. These Terms and any dispute or claim arising out of or in connection therewith are governed by, and construed in accordance with, the laws of Delaware. Both Velosio and You waive any right to a jury trial.

12. Privacy Policy. In addition to these Terms, the provisions contained at www.velosio.com/dataprivacy shall apply in the event that one party makes personal information available to the other.

13. Website Policy. In addition to these Terms, Your use of the Marketplace is subject to Velosio’s website policy at velosio.com/terms-conditions/.

The following TERMS AND CONDITIONS are applicable for Stratos Cloud Partners only:

14. Microsoft Terms. The terms available at  https://docs.microsoft.com/en-us/partner-center/agreements and Commercial Licensing Terms (microsoft.com)  or such other location as determined by Microsoft from time to time also govern Your use of the Marketplace. These additional terms are subject to change from time to time at Microsoft’s sole discretion. Your ability to resell Microsoft services purchased from Velosio are subject to Your acceptance and continued compliance with these terms. If Microsoft’s terms change, You and Your customers may be required to accept the new terms prior to the processing of orders.

15. Acceptance Confirmation. You are responsible for confirming (via the Microsoft portal or otherwise) that Your customer has accepted the customer agreement by providing a record of such acceptance (providing the acceptance date, name of signatory and other relevant details) upon the creation of any new subscriptions. For each of Your customers, You authorize Velosio to, and You represent and warrant that You have obtained your customers’ permission for Velosio to, accept these Terms, and any other applicable terms, on behalf of Your customer. For each of Your customers, You covenant, represent and warrant that:

A. You will present these Terms, along with all other applicable terms, to each of Your customers;

B. You will obtain Your customers’ enforceable agreement to these Terms, along with all other applicable terms, before permitting them to access or use any applicable services;

C. No services will be activated for or used by Your customers before those customers agree to these Terms and all other applicable terms; and

D. You will track and record acceptance of these Terms as well as all other terms by Your customers and will provide such information to Velosio upon request.

16. Installation of Software. You must use all reasonable measures to ensure that customers use only original software. Customer’s installation of certain software may require the customer to have a qualifying base license on the customer’s hardware unit. The applicable requirements are set forth in the product specific terms incorporated into the customer agreement. In the case of installing software on a customer’s behalf, You must take commercially reasonable efforts to confirm that the customer has properly obtained the prerequisite software. You must retain all records related to the installation of software, and, upon request, will provide such records to Velosio and/or Microsoft for verification. Any falsification of such customer information provided to Velosio and/or Microsoft will constitute grounds for immediate termination of Your participation in the distribution of Velosio’s and/or Microsoft’s services.

17. Administrative Access. If You (i) obtain any administrative access credentials of a customer for any purpose, including the fulfillment of technical support obligations; or (ii) otherwise have access to or process customer data, then You must enter into an independent customer agreement with Your customer with terms consistent with applicable data protection laws governing Your use of those administrative access credentials.

18. Actions of Your Customers. In the event that You provide access to the Marketplace to Your customers, You (a) are fully responsible for ensuring Your customer’s compliance with these Terms, (b) accept any and all liability related to Your customer’s failure to comply with these Terms, and (c) indemnify the Marketplace Parties and hold them harmless for any losses they suffer related to Your customer’s failure to comply with these Terms.

Non-Exhaustive Listing of Subscription Terms and Conditions

Last Revised: February 13, 2026

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