Cloud Revolution — Standard CSP Terms of Service 

Effective June 3, 2026 Version 1.2

These Standard CSP Terms of Service (the “Terms”) govern the sale and resale of Microsoft Cloud Solution Provider (“CSP”) subscriptions, services, and Azure consumption by Cloud Revolution, LLC, a Colorado limited liability company (“Cloud Revolution,” “we,” or “us”), to the customer identified on the applicable quote (“Client” or “you”). 

Incorporation by reference. Where Client and Cloud Revolution have not executed a separate CSP Master Services Agreement, these Terms apply to and are incorporated into each ConnectWise Sell quote or other order document issued by Cloud Revolution and accepted by Client (each, a “Quote”). By signing, accepting, or paying against a Quote that references these Terms, Client agrees to these Terms. If a signed CSP Master Services Agreement exists between the parties, that agreement controls and these Terms do not apply. 

Order of precedence. In the event of a conflict, the following order governs: (1) any Schedule the parties execute that references a Quote (e.g., an Azure Reservations & Savings Plan Schedule or a Monthly Term Acknowledgment); (2) the Quote; (3) these Terms; and (4) the Microsoft Customer Agreement and Microsoft Product Terms, which govern Client’s use of the Microsoft cloud services and bind Client directly. 

Microsoft Reference Links 

The Microsoft terms referenced below are published by Microsoft at the following links and are updated by Microsoft from time to time: 

1. Reseller Status 

Cloud Revolution is an authorized Microsoft Indirect Reseller. We resell Microsoft cloud services through a Microsoft Indirect Provider and are not Microsoft’s agent. We do not make, and expressly disclaim, any representation or warranty on Microsoft’s behalf. Client’s use of the Microsoft cloud services is governed by Microsoft’s own terms, each as updated by Microsoft from time to time, including: the Microsoft Customer Agreement (“MCA,” https://aka.ms/customeragreement); the Microsoft Product Terms, which include the Microsoft Acceptable Use Policy (“AUP”) (https://www.microsoft.com/licensing/terms/); and the Microsoft Products and Services Data Protection Addendum (“DPA,” https://aka.ms/DPA). 

2. Microsoft Customer Agreement 

As a condition of provisioning, Client must accept the MCA (https://aka.ms/customeragreement). Client accepts the MCA through the Microsoft 365 admin center, under Billing → Billing accounts → Agreements (admin.microsoft.com). Microsoft requires Cloud Revolution to confirm Client’s acceptance and to record the name, title, email, and telephone number of the individual who accepted it, together with the date and time of acceptance. Client represents that the individual accepting the MCA is authorized to bind Client. A Client who has already accepted the current MCA — directly with Microsoft or through another partner — need not re-accept it. Client’s failure to accept or maintain acceptance of the MCA may prevent provisioning or result in suspension of the services. 

3. Subscription Terms and Cancellation (NCE) 

Microsoft cloud subscriptions are provisioned under the New Commerce Experience (“NCE”). Annual and triennial terms are standard. Monthly terms are available by exception only and carry a price premium of approximately twenty percent (20%) over the annual rate. 

Cancellation window. For each new subscription or seat addition, Microsoft permits cancellation or reduction only within seven (7) calendar days of the start of the subscription term (or of the addition). After this seven-day window, annual and triennial subscriptions are non-cancellable and non-reducible for the remainder of the committed term, and the full committed quantity remains payable. 

Auto-renewal. Subscriptions renew automatically for a successive term of equal length unless Client provides written notice of non-renewal at least thirty (30) days before the end of the then-current term. 

4. Seat and Quantity Changes 

Seat additions made during a term are co-terminous with the existing subscription and are billed on a prorated basis through the end of that term. Seat reductions are permitted only within the seven-day cancellation window described above; outside that window, committed quantities cannot be reduced until renewal. 

5. Azure and Consumption-Based Services 

Azure and other consumption-based services are provisioned under the Azure plan and billed monthly in arrears based on actual metered usage. Any usage estimates Cloud Revolution provides are non-binding planning figures only and do not cap or guarantee charges; Client is responsible for actual consumption. 

Azure reservations and savings plans. Reservations and savings plans are term commitments. Microsoft permits exchanges and cancellations only as allowed under its then-current policies, and reservation refunds are subject to a Microsoft cap of fifty thousand U.S. dollars ($50,000) per rolling twelve-month period across Client’s tenant. Cloud Revolution cannot exceed Microsoft’s refund or exchange limits. 

6. Pricing 

Pricing for committed subscriptions is fixed for the committed term as stated on the Quote. Subscriptions on an annual term that Client elects to have billed monthly carry a surcharge of approximately five percent (5%). Subscriptions provisioned on a monthly term carry the approximately twenty percent (20%) premium described above. Microsoft list-price changes that take effect at renewal will be reflected in the renewal Quote. 

7. Payment 

Unless a Quote states otherwise, recurring fees are invoiced monthly and are due net thirty (30) days from the invoice date. Azure and other consumption charges are invoiced monthly in arrears. Past-due amounts accrue interest at one and one-half percent (1.5%) per month, or the maximum rate permitted by law, whichever is less. Because committed subscriptions are non-cancellable after the seven-day window, fees for those subscriptions are non-refundable once that window closes. 

8. Taxes 

All fees are exclusive of taxes. Client is responsible for all sales, use, excise, value-added, and similar taxes and government charges arising from the services, excluding taxes on Cloud Revolution’s net income. Invoicing and payment are in U.S. dollars. 

9. Support 

Cloud Revolution provides first-line support for the CSP services. Client must direct support requests to Cloud Revolution and may not open support tickets directly with Microsoft. Cloud Revolution will escalate to Microsoft as needed under the CSP program. 

10. Data Protection 

With respect to personal data processed in the Microsoft cloud services, Client is the data controller and Microsoft is the data processor under the Microsoft DPA. To deliver and support the services, Cloud Revolution accesses Client’s tenant only through Microsoft-administered, time-bound delegated access. Client is responsible for its own data, user provisioning, and configuration choices. 

11. Tenant Ownership and Delegated Access 

Client owns and controls its Microsoft tenant. Cloud Revolution’s administrative access is provided through Microsoft Granular Delegated Admin Privileges (“GDAP”), is limited to the roles required to deliver the services, and is time-bound to a maximum duration permitted by Microsoft (currently up to two (2) years), after which it must be renewed. Client may revoke delegated access at any time, subject to the effect that doing so may have on Cloud Revolution’s ability to support the services. 

12. Acceptable Use 

Client’s use of the Microsoft cloud services must comply with the Microsoft AUP. Cloud Revolution or Microsoft may suspend services that violate the AUP, that pose a security risk, or that Microsoft requires to be suspended. Client will indemnify and hold harmless Cloud Revolution from third-party claims arising out of Client’s use of the services in violation of the AUP or applicable law. 

13. Compliance and Export Controls 

Each party will comply with applicable laws in connection with the services, including U.S. export-control and sanctions laws. Client will not use the services in violation of those laws or for any prohibited end use, and is responsible for any regulatory requirements specific to Client’s industry or data. 

14. Warranty Disclaimer 

The Microsoft cloud services are provided by Microsoft “as is.” Except as expressly stated in these Terms, Cloud Revolution disclaims all warranties, express or implied, including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Cloud Revolution does not warrant that the services will be uninterrupted or error-free; service levels, if any, are provided by Microsoft under its applicable terms. 

15. Limitation of Liability 

To the maximum extent permitted by law, each party’s total aggregate liability arising out of or related to these Terms and the services will not exceed the total amounts paid by Client to Cloud Revolution for the services in the six (6) months immediately preceding the event giving rise to the claim. 

Neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, data, or goodwill, even if advised of the possibility of such damages. 

Microsoft acts and outages. Cloud Revolution is not liable for any act, omission, outage, service degradation, security incident, discontinuation, or price change attributable to Microsoft or the Microsoft cloud services. Cloud Revolution’s sole obligation in such cases is to pass through to Client any remedy or credit Cloud Revolution actually receives from Microsoft for the affected services. 

16. Term and Termination 

These Terms apply for as long as Client has active CSP subscriptions or consumption provisioned through Cloud Revolution. Either party may terminate for the other party’s material breach that remains uncured thirty (30) days after written notice. Termination does not relieve Client of the obligation to pay for committed subscriptions through the end of their non-cancellable terms or for consumption incurred before termination. Provisions that by their nature should survive termination (including payment, taxes, disclaimers, limitation of liability, indemnity, and governing law) will survive. 

17. Force Majeure 

Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, labor disputes, internet or utility failures, governmental action, and acts or outages of third-party providers including Microsoft. 

18. Governing Law and Dispute Resolution 

These Terms are governed by the laws of the State of Colorado, without regard to its conflict-of-laws rules. The parties will attempt in good faith to resolve any dispute informally. Any dispute not resolved informally will be settled by binding arbitration administered under the Colorado Uniform Arbitration Act, seated in Colorado, except that either party may seek injunctive relief in a court of competent jurisdiction to protect its intellectual property or confidential information. 

19. General 

These Terms, together with the applicable Quote and any executed Schedule, constitute the entire agreement between the parties regarding the CSP services and supersede prior understandings on that subject, except for any signed CSP Master Services Agreement, which controls. Client may not assign these Terms without Cloud Revolution’s prior written consent; Cloud Revolution may assign to an affiliate or in connection with a merger or sale of assets. Cloud Revolution may update these Terms prospectively by posting a revised version; the version in effect when a Quote is accepted governs that Quote. If any provision is held unenforceable, the remaining provisions remain in effect. 

Contact 

Cloud Revolution, LLC 

2770 Arapahoe Road, Suite 132-1063, Lafayette, CO 80026 

These Terms are published at the URL referenced on the applicable Quote.