Microsoft Windows8 Digital Download Store TERMS AND CONDITIONS

Last Updated: 12 September 2012

1. Terms used in this agreement 2. Access to the Microsoft Windows8 Digital Download Store 3. How the contract is formed between you and us 4. Availability and product delivery 5. Risk and title 6. Price and payment 7. Consumer rights 8. Our refunds policy 9. Our liability 10. Personal data 11. Intellectual property 12. Import duty and Taxes 13. Written communications and Inquiries 14. Transfer of rights and obligations 15. Events outside our control 16. Viruses, Hacking and other Offences 17. Waiver 18. Severability 19. Miscellaneous 20. Law and Jurisdiction

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE PURCHASING PRODUCTS
Microsoft Windows8 Digital Download Store is operated by arvato distribution GmbH, a limited liability company registered in Germany, Commercial Register District Court Gtersloh HRB 2200, VAT registration code DE811147844, registered office Gottlieb-Daimler-Str. 1, Harsewinkel, Germany and with principal place of business at Benzstrasse 5-7, 33442 HerzebrockClarholz, Germany or by arvato digital services llc, registered under Federal ID number 23-1196005, VAT registration code 952949493 (Bertelsmann, Inc), registered office 615 south DuPont Highway, DE 19901 Dover, United States of America, with principal place of business at 108 Monticello Road, 28787 Weaverville, North Carolina as the case may be. To verify which arvato entity is responsible for the Download Store accessible to you, please refer to Section 3.1 of these terms and conditions.

The above mentioned arvato entities have been appointed by Microsoft Inc. as authorized reseller of the Microsoft Windows8 software displayed on the Microsoft Windows8 Digital Download Store.

Please read these terms and conditions (TCs) carefully. You will need to accept these TCs at the end of the checkout page. Please understand that if you refuse to accept these terms and conditions, you will not be able to order any Products from the Microsoft Windows8 Digital Download Store.

You should print or download a copy of these terms and conditions for future reference.

1. TERMS USED IN THIS AGREEMENT

In this agreement the following terms shall mean:

"arvato", "we" or "us" means arvato distribution GmbH or arvato digital services llc, as the case may be, its employees, subcontractors and/or other companies which are appointed by arvato to provide services in relation to the Microsoft Windows8 Digital Download Store operated by arvato; Digital License means the digital document provided to you with a digital Product as a proof that you have acquired a license to use the Software;

"Download Activation Code" means a token that the Windows Upgrade Assistant uses to initiate the download of the Software; License" means the Microsoft Software License Terms applicable to the Software;

"Personal Data" means any personal data (such as name, address, payment details) entered by you in the purchase process;

"Product" is any product offered in the Microsoft Windows8 Digital Download Store consisting of either i) a digital Product in the form of a Digital License and the permission to download the Software via the Windows Upgrade Assistant, ii) a digital Product + a DVD containing the Software, or iii) a DVD containing the Software that is sent to you later as a back-up copy of a digital Product already purchased by you; Software means the Microsoft Windows8 software, subject to any Microsoft terms and conditions applicable to it, that is available on the Microsoft Windows8 Digital Download Store; TCs means these terms and conditions governing the Microsoft Windows8 Digital Download Store and any sale conducted through it;

"Windows Upgrade Assistant" means the Microsoft Windows8 Digital Download application that you are about or have already downloaded to your computer and that allows you to go through the purchase process for any Microsoft Windows8 Products available on the Microsoft Windows8 Digital Download Store.

2. ACCESS TO THE MICROSOFT WINDOWS8 DIGITAL DOWNLOAD STORE

2.1 The Microsoft Windows8 Digital Download Store is only intended for use by customers buying for their personal use and not purchasing Products as a business for commercial purposes.

2.2 By ordering Products from the Microsoft Windows8 Digital Download Store, you warrant that:

2.2.1 You are legally capable of entering into binding contracts; and

2.2.2 you are not buying the Product for commercial purposes; and

2.2.3 you will not modify the Microsoft Windows8 Digital Download Store and/ or the content of the Windows Upgrade Assistant, and / or affiliated websites, such as the order summary tool or use it for any purpose which is unlawful.

2.3 Access to the Windows Upgrade Assistant and the Microsoft Windows8 Digital Download Store is permitted on a temporary basis, and we reserve the right to withdraw or amend the Products offered without notice. From time to time, we may restrict access to the Windows Upgrade Assistant, the Microsoft Windows8 Digital Download Store and/or the order summary tool. You are responsible for making all technical and organizational arrangements necessary for you to have access to the Microsoft Windows8 Digital Download Store. We will not be liable to you if for any reason the Microsoft Windows8 Digital Download Store, the Windows Upgrade Assistant and/or the order summary tool is temporarily unavailable at any time or for any period.

2.4. Please follow the Windows Upgrade Assistant process. Apart from information such as your name, shipping address and banking details you may be asked to enter a promotion code please make sure that you have these details ready when placing your order. Once you confirm your order by clicking the Buy Now button, your order will be binding on you.

3. HOW THE CONTRACT IS FORMED BETWEEN YOU AND US

3.1 In case you are in of one of the following countries when placing your order, the contract for the purchase of Products from the Microsoft Windows8 Digital Download Store will be concluded with arvato digital services llc (615 south DuPont Highway, DE 19901 Dover, United States of America), an independent reseller of Microsoft products:
Anguilla, Argentina, Aruba, Bahamas, Bermuda, Brazil, Canada, Cayman Islands, Chile, Colombia, Costa Rica, Dominica, Dominican Republic, Ecuador, El Salvador, French Guyana, Grenada, Honduras, Jamaica, Martinique, Mexico, Nicaragua, Panama, Peru, Puerto Rico, St. Kitts and Nevis, St. Lucia, Trinidad and Tobago, United States, Uruguay, US Virgin Islands, British Virgin Islands, Venezuela,

For all other countries where we ship to, the contract for the purchase of Products from the Microsoft Windows8 Digital Download Store will be concluded with arvato distribution GmbH (Benzstrasse 5-7, 33442 Herzebrock-Clarholz- Germany), an independent reseller of Microsoft products. 3.2 After placing an order, you will see an order confirmation on the screen (Order Confirmation) acknowledging that we have received your order and confirming that the contract between us (the "Contract") has been formed. The Contract will relate only to those Products referred to in the Order Confirmation.

4. AVAILABILITY AND PRODUCT DELIVERY

4.1 We aim to update the Microsoft Windows8 Digital Download Store regularly, and may change the content at any time. If the need arises, we may suspend access to the Microsoft Windows8 Digital Download Store, or close it indefinitely. Any of the material on the Microsoft Windows8 Digital Download Store may be out of date at any given time, and we are under no obligation to update such material.

4.2 Although we endeavor to ensure the availability of the Products shown in the Microsoft Windows8 Digital Download Store, we cannot guarantee that all of the Products will be in stock or available when you place your order. If we are unable to process or execute your order, we shall notify you that we are unable to fulfill the order.

4.3 Products sold in the Microsoft Windows8 Digital Download Store are delivered to you by electronic transfer when initiating the download through the Windows Upgrade Assistant. DVDs will be mailed by post or courier subject to mailing charges as set out on the checkout information, if you ordered them in addition to your digital Product.

4.4 A download will be available through the Windows Upgrade Assistant directly after your purchase or at a later time (even if your PC is shut down in between). If you wish to download the Product you purchased any time later you may do so for a period of three years after October 26, 2012 by accessing the late entry process notified to you when purchasing the Product (please ensure that you have your Digital License at hand when starting a download not directly after your purchase).You may initiate up to five downloads to your computer. In case these downloads were not successful or if you are experiencing any other problems when downloading, please contact customer support at www.mswos.com.

5. RISK AND TITLE

The Products will be at your risk from the time of delivery. Title shall not pass to you until we have received full payment for all products ordered by you.

6. PRICE AND PAYMENT

6.1 The price for the Products will be as quoted in the Microsoft Windows8 Digital Download Store from time to time. If you order a DVD additional shipping and handling fees may apply. No shipping and handling fee applies to delivery of digital Products.

6.2 Prices are liable to change at any time, but changes will not affect orders in respect of which we have already sent you an Order Confirmation.

6.3 The applicable VAT and payment options will be shown to you before your checkout in the shopping cart.

6.4 Please note that the order value displayed at checkout does not reflect any service charges that your bank or your provider for other payment services may impose from the use of payment methods. Please check in advance with your issuing bank or provider of payment services to find out which additional charges may apply.

6.5 Withholding taxes: arvatos offer is made to customers not to businesses. In case you claim entitlement to tax withholding please contact customer support to find out what requirements apply.

7. CONSUMER RIGHTS
7.1 You have the right to cancel your order for Products during the period of fourteen (14) working days after the day on which delivery of Products takes place (the "Cooling Off Period"). If you choose to exercise this right, you will receive a refund of the price paid for the products in accordance with our refunds policy (set out in clause 8 below). Please read carefully the provisions below as they will affect your right to cancel the contract.

7.2 The Cooling Off Period will start on the day that the Product License has been made available to you.

7.3 To cancel a contract within the Cooling Off Period, you must register your cancellation. To do this, please go online to his order review at www.mswos.com and follow the contact data provided for your country.

7.4 What happens upon cancellation? If you have given us notice to cancel the contract within the Cooling Off Period, you must provide us with the Letter of destruction as set forth in Section 8 of the TCs. On receipt of your notice to cancel the contract within the Cooling Off Period we will also immediately deactivate the Software License.

8. OUR REFUNDS POLICY

8.1 When you return a product to us because you have cancelled the contract between us within the seven-day Cooling Off Period (see clause 7 (Consumer Rights) above), we will process the refund due to you as soon as possible and, in any case, within 30 days of the day you have given notice of your cancellation. On or before accepting your cancellation of your order for the downloadable products, we will ask you to sign a letter (an "Electronic Letter of Destruction") to certify that you have deleted any software Products from your personal computer(s) and the DVD if applicable. Please note that we cannot proceed with your cancellation until you return the Electronic Letter of Destruction to us.

8.2 If you wish to return a product to us for any other reason (for instance, because you claim that the product is defective), you must inform us by contacting our helpline. To do this, please go online to the order review at www.mswos.com and follow the contact data provided for your country. We may ask you to provide a photographic proof of damage at your own cost. We will examine the proof and/or investigate your complaint and will notify you whether you are entitled to a refund via e-mail within a reasonable period of time. We will usually process the refund due to you as soon as possible and, in any case, within 30 days of the day we confirmed to you via e-mail that you were entitled to a refund for the defective product. Payments returned by you because of a defect will be refunded in full, including a refund of the delivery charges for sending the item to you.

8.3 We will always refund any money received from you using the same method originally used by you to pay for your purchase. In case you are paying by credit card, PayPal or another account of a service allowing payments and money transfers to be made through the Internet for your purchase, please ensure that you keep your credit card and ensure that your account remains open even after all funds have been used up, as otherwise a refund will not be possible. Please note that charges you incurred by using any payment service provider (such as your credit card company or PayPal) are not refundable.

9. OUR LIABILITY
9.1 The Windows Upgrade Assistant is provided "as is". Whilst we have taken every care in the preparation of the content of the Microsoft Windows8 Digital Download Store we cannot guarantee that it is accurate or error-free. We will not be responsible for any errors or omissions or for any technical difficulties you may experience with the Windows Upgrade Assistant. All conditions, warranties and representations, expressed or implied by statute, common law or otherwise, in relation to the supply, non supply or delay in supplying the services are excluded to the extent permitted by law.

9.2 We shall not be liable to any person for any loss or damage which may arise from the use or misuse of the Windows Upgrade Assistant or any of the materials on the Microsoft Windows8 Digital Download Store (including loss of revenue, profits, contracts, anticipated savings, wasted expenditure, data or goodwill).

9.3 In accordance with your statutory rights we warrant to you that any Product purchased from the Microsoft Windows8 Digital Download Store is of satisfactory quality and reasonably fit for all the purposes for which products of the kind are

commonly supplied. For avoidance of doubt liability for the Software is subject to the License. arvato is not liable for the content or serviceability of the Software and in particular rejects any liability for any loss or damage caused by the use or misuse of the Software (including loss of revenue, profits, contracts, anticipated savings, wasted expenditure, data or goodwill).

9.4 For guidance on product specifications and system requirements required to activate and operate Products please refer to www.mswos.com. We cannot ascertain whether your computer fulfills the system requirements and we therefore assume no responsibility or liability for the functionality of your computer system after the Software has been installed.

9.5 Where the Windows Upgrade Assistant or the Microsoft Windows8 Digital Download Store contains links to other sites and resources provided by third parties, these links are provided for your information only. We do not identify ourselves with the content of such sites and resources have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. Also, arvato is not responsible for any personal data that may be collected, stored or processed by Microsoft or third parties through such websites. arvato recommends that you inform yourself about such websites data protection guidelines.

9.6 We will only be liable for losses which are foreseeable to both you and to us as a consequence of us breaching these terms and conditions, except as provided by mandatory law. We will not be responsible for any commercial or business losses (including without limit loss of goodwill, profits, contracts, anticipated savings, data, or wasted expenditure) or any other indirect or consequential loss that was not reasonably foreseeable to both you and us at the time our contract was formed, or at the time you began using the Windows Upgrade Assistant. We shall not be liable to any person for any loss or damage which may arise from the use or misuse of the Windows Upgrade Assistant or any of the materials on the Microsoft Windows8 Digital Download Store (including loss of revenue, profits, contracts, anticipated savings, wasted expenditure, data or goodwill).

9.7 Nothing in these TCs shall operate to exclude or restrict our liability for:

9.7.1 for death or personal injury caused by our negligence;

9.7.2 for fraud or fraudulent misrepresentation; or

9.7.3 for gross negligence or intent; or

9.7.4 for any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.

10. PERSONAL DATA

Personal details provided to arvato through this Microsoft Windows8 Digital Download Store will only be used in accordance with our Privacy Policy as shown in the Microsoft Windows8 Digital Download Store. Please read our Privacy Policy carefully before entering any personal details on this Microsoft Windows8 Digital Download Store.

11. INTELLECTUAL PROPERTY

11.1 Products offered in the Microsoft Windows8 Digital Download Store are the intellectual property of Microsoft Inc. or any of its affiliates. To install any software purchased from the Store you must accept the Microsoft software license terms bundled with the product (the License). You may not remove any copyright, trademark or intellectual property notices contained which forms

part of any Product. Any copying, or resale of the Software other than provided in the license is expressly excluded and may have severe legal consequences. 11.2 The Microsoft Windows8 Digital Download Store and all logos on the Windows Upgrade Assistant are business names and marks which are the property of arvato or Microsoft Inc. or third parties.

12. IMPORT DUTY AND TAXES

arvato is free to choose the shipping method to your residence, but will endeavor to ship the Products in a way that does not incur tax and duty for the end-customer when the delivery reaches the specified destination. Notwithstanding this, arvato does in no way guarantee that such shipment will be free of any import duties and taxes or import may be hindered or delayed by customs or other authorities. arvato provides downloads in a way that reduces import and tax burdens for its customers, but it is the customers responsibility to comply with applicable laws and regulations of the country for which the product is destined. Please also note that you must comply with all other applicable laws and regulations of the country for which the Products are destined. We will not be liable for any breach by you of any such laws.

13. WRITTEN COMMUNICATIONS AND INQUIRIES

13.1 Applicable laws require that some of the information or communications we send to you should be in writing. When using the Microsoft Windows8 Digital Download Store, you accept that communication with us will be mainly electronic. We will contact you by e-mail at the e-mail address you provide to us when placing an order. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing.

13.2 For inquiries regarding your purchase or customer support regarding the Products please refer to www.mswos.com where you will find the contact applicable to your country.

14. TRANSFER OF RIGHTS AND OBLIGATIONS

14.1 The Contract between you and us is binding on you and us and on our respective successors and assigns.

14.2 We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.

15. EVENTS OUTSIDE OUR CONTROL

15.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control (a "Force Majeure Event").

15.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:

15.2.1 strikes, lock-outs or other industrial action.

15.2.2 civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war.

15.2.3 fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster.

15.2.4 impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.

15.2.5 impossibility of the use of public or private telecommunications networks.

15.2.6 the acts, decrees, legislation, regulations or restrictions of any government.

15.3 Our performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavors to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event.

16. VIRUSES, HACKING AND OTHER OFFENCES

16.1 You must not misuse the Microsoft Windows8 Digital Download Store or the Service by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorized access to the Microsoft Windows8 Digital Download Store or the Service, the server on which the Microsoft Windows8 Digital Download Store or the Service is stored or any server, computer or database connected to the Microsoft Windows8 Digital Download Store. You must not attack the Microsoft Windows8 Digital Download Store or the Service via a denial-of-service attack or a distributed denial-of-service attack.

16.2 By breaching this provision, you would commit a criminal offence. We may report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Microsoft Windows8 Digital Download Store and our Service will cease immediately.

16.3 We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Microsoft Windows8 Digital Download Store and our Service or to your downloading of any material posted on it, or on any website linked to it.

17. WAIVER
17.1 If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.

17.2 A waiver by us of any default shall not constitute a waiver of any subsequent default.

17.3 No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clause 13 (Notices) above.

18. SEVERABILITY
If any of these terms and conditions or any provisions of a contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

19. MISCELLANEOUS
19.1 We each acknowledge that, in entering into a Contract, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to such Contract except as expressly stated in these terms and conditions.

19.2 Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of any Contract (unless such untrue statement was made fraudulently) and the other partys only remedy shall be for breach of contract as provided in these terms and conditions.

19.3 We have the right to revise and amend these terms and conditions from time to time by amending this page. You are expected to check this page from time to time to take notice of any changes we make, as they are binding on you.

19.4 You will be subject to the TCs in force at the time that you order Products from us, unless any change to those TCs is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you).

20. LAW AND JURISDICTION

Any claims arising out of the use of this Microsoft Windows8 Digital Download Store or arising out of or relating to any contracts for the purchase of Products placed through the arvato Microsoft Windows8 Digital Download Store will be governed

In the case that arvato distribution GmbH is your contractual partner, by German law excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). The German courts shall have exclusive jurisdiction.

In the case that arvato digital services llc is your contractual partner, by the laws of the State of New York.