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non -Microsoft software hosted in an online Service by Microsoft on Enrolled Affiliate's behalf misappropriates a trade secret or directly infringes a patent, copyright, trademark, or other proprletary right of a third party; or (2) Enrolled Affiliate's use of any Product or Fix, alone or in combination with anything else, violates the law or damages a third party. i 12. Limitation of liability. For each Product; each party's maximum, aggregate liability to ilia other under this Agreement is limited to direct damages Finally awarded in an amount not to exceed the arnounts Enrolled Affiliate was required to pay for the applicable Products during the, term of this Agreement, subject to the following: a. Online Services. Per Online Services, Microsoft's maximum liability to Enrolled Affiliate for any incident giving rise to a claim will not exceed the amount Enrolled Affiliate paid for the Online Service during tile'12 menlhs before the incident. b. Free Products and Distributable Code. For Products provided free of charge and code that Enrolled Affiliate Is oulhorived to redistribute to third partles without separate payment to Microsoft, Microsoft's liability is limited to direct damages finally awarded up to U555,000. c. Exclusions. In no event will either party be liable for indirect, Incidental, special, punitive, of ronsequential domages, or for loss of use, loss of business Information, loss of revenue, or interruption of business, however caused or on any theory of liability. d. Exceptions. No limitation or exclusions will apply to liability arising out of either party's (1) confidentiality obligations (except for all liability related to Customer Data, which will remain subject to the limitations and exclusions above); (2) defense obligations; or (3) violation or the other party's Intellectual property rights. 13. Verifying compliance. a. Right to verify compliance. Enrolled Affiliate must keep records relating to all use and distribution of Products by Enrolled Affiliate and its Affiliates. Microsoft has the right, at Its expense, to the extent permitted by applicable law, to verify compliance with the Product's license temrs, Enrolled Affiliate must promptly provide the Independent auditor with any Information the auditor reasonably requests in furiherance of the verification, Including access to systems running the Products and evidence of Licenses forProducls Enrolled Affiliate hosts, suhlicenses, or dishibules to third parties. Enrolled Affiliate agrees to complete Microsoft's self -audit process, which MicrosI oft may require as an alternative to a third party audit. to, Rernedtes for non-compliance. if verification or self -audit reveals any unlicensed use or distribution, then within 30 days, (1) Enrolled Affiliate must order sufficient Licenses to cover that use or distribution, and (2) if unlicensed use or distribution is 5% or more, Enrolled Affiliate must reimburse Microsoft for In'e cost Microsoft has incurred in verification and acquire the necessary additional licenses at 125% of the price based on the then -current price list and Enrolled Affiliate price level. The unlicensed use percentage is based on the total number of licenses purchased compared td actual Install base. If there is no unlicensed use, Microsoft will not subject Enrolled Affiliate to innother verification for at least one year. By exercisfng the rights and procedures described above. Microsoft does not waive its rights to enforce this Agreement or to protect Its intellectual property by any other means permitted by law. c, Verification process. Microsoft will notify Enrolled Affiliate at least 30 days In advance of its Intent to verify Enrolled Affiliate's compliance with the license leans for the Products Enralled Affiliate and Its Affiliates use or distribute. Microsoft will engage an independent auditor, which will be subject to a confidentiality obligation. Any Information collected in the self -audit will be used solely for purposes of determining compliance- This verification will lake place during normal business hours and in a manner that does not interfere unreasonably with Enrolled Affiliate's operations, EAN1 Pihy1(1-1 b,)SLG( EN(%Nav2lllfi) nRq� s of I l ❑ncumenl X2.41 e2.na