Azure Direct Payment Amendment

To be valid, Customer must have accepted this Amendment as set forth in the Azure portal.
 

This Azure Direct Payment Amendment (“Amendment”) is entered into between the customer entity (“Customer”) and the Microsoft entity (“Microsoft”) who are party to an Open Program License Agreement (the “Agreement”) under which Customer has purchased Microsoft Azure Services. The parties agree that the Amendment supplements the Agreement and applies only to the Subscription (as defined below) purchased hereunder.
 

1. Defined Terms.

   Capitalized terms used but not defined in this Amendment will have the meanings provided in the Agreement. The following definitions are used in this Amendment:

   “Microsoft Azure Services” means one or more of the Microsoft Azure services and features licensed by Microsoft and identified on our services page, except Microsoft Azure Marketplace (which is sold separately).

   “Portal” means the online portal through which Customer purchases the Subscription on our pricing page or at an alternate site Microsoft identifies.

   “Subscription” means a subscription with a set value that can be redeemed for a quantity of Microsoft Azure Services for a defined Term.

   “Term” means the time period beginning on the date the Subscription purchased hereunder is redeemed and expiring the earlier of (1) the date on which the value of the Subscription has been consumed or (2) twelve months.

2. Offer Details.

   By purchasing a Subscription, Customer commits to purchase a specific quantity of Microsoft Azure Services for use during a Term and to pay upfront in advance of use. Additional or other usage by Customer (for example, usage in excess of the commitment quantity represented by the Subscription) will require the purchase of a new Subscription under a separate Amendment in advance of such additional or other usage in order to avoid an interruption in the delivery of the Microsoft Azure Services to Customer. Customer’s use of the Microsoft Azure Services will be subject to the terms of the Agreement, which, for the avoidance of doubt, includes the Product Use Rights.

3. Consumption Pricing and Authorization to Charge Credit Card.
   • Consumption Pricing. Consumption rates for Microsoft Azure Services are subject to change at any time upon notice.
   • Authorization to charge Credit Card. By accepting this Amendment, Customer hereby agrees to pay for the Subscription and authorizes Microsoft to charge Customer’s credit card the Subscription price posted in the Portal at the time this Amendment is accepted.
      
4. Taxes.

   Prices are exclusive of any taxes. Customer shall pay any applicable value added, goods and services, sales, or like taxes that are owed with respect to any order placed under this agreement and which Microsoft is permitted to collect from Customer under applicable law. Customer shall be responsible for any applicable stamp taxes and for all other taxes that Customer is legally obligated to pay including any taxes that arise on the provision of Microsoft Azure Services to Customer’s Affiliates. Microsoft shall be responsible for all taxes based upon its net income or on its property ownership. If any taxes are required to be withheld on payments Customer makes to Microsoft, Customer may deduct such taxes from the amount owed to Microsoft and pay them to the appropriate taxing authority, provided however that Customer promptly secures and delivers an official receipt for those withholdings and other documents Microsoft reasonably requests to claim a foreign tax credit or refund. Customer will make certain that any taxes withheld are minimized to the extent possible under applicable law.

5. Miscellaneous.
   • Term and Termination. This Amendment will terminate automatically upon the expiration of the Term. The Subscription purchased under this Amendment will remain subject to the terms of the Agreement and the applicable Product use rights notwithstanding the termination or expiration of the Agreement.
   • Order of Precedence. If an inconsistency exists between any provision in this Amendment and any provision in the Agreement, then this Amendment will control.
   • Entire Agreement. This Amendment constitutes the entire agreement between the parties regarding the subject matter of this Amendment and supersedes all other agreements, whether oral or written, with respect to the subject matter of this Amendment. Except as expressly stated in this Amendment, the Agreement remains unchanged and in full force and effect.
   • Contracting Authority. If you are an individual accepting these terms on behalf of an entity, you represent that you have the legal authority to enter into this Amendment on that entity’s behalf.
   • Australian Affiliates. Notwithstanding anything to the contrary in this Amendment or the Agreement, if you are located in New Zealand or the Oceania countries, you must not place orders under this Amendment or the Agreement for any Affiliate located in Australia, nor grant any Affiliate located in Australia administrative rights to manage your Subscription, if you elect to access and use Online Services delivered from our datacenters located in Australia. An Affiliate located in Australia that wishes to access and use Online Services delivered from our datacenters located in Australia must enter into its own Subscription under a separate Open Program License Agreement.