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non-h4iurosoft software hosted in an OnIkie ; eNce by Microsoft on Enrolled Affiliate's behalf <br />misappropriates a trade secret or directly infringes a patent, copyright, trademark, or otheo <br />proprle'tary right of a third party; or (2) Enrolled Affiliates use of aky Product 1='a r,e r i <br />combination with anylhi.l else, uiolates the law or damac as a rntrd aril. <br />r <br />01, Lem' atran of <br />For each ProcGuct; each party's maxirKrm, aggregate tiaNlity to the other Lvider this Agror ownt is Nailed <br />�to direct damages Wal(y awarded in an amotint not to exceed the an>ouiits Enrolled Affiliate was required <br />to pay for the applicable Products during the ItenTI of this Agreement, subject to the fralloWng: <br />a. Online Services. Por Online~ S6rvices, WrXOSOfl'S maximum liability to Enrolled Af Mate far <br />9eny iricidenl giving rise to a claim Mll not exceed the amount Enrolled Atfiliate Maid for the • <br />Ctiilkr-W Service durin <br />g the 'k 2 months l�forc the incidont, <br />b. Free Products acid Dlstrthutable Code. For Products praWicked f of chavrxt wo <br />heat Enrolled Affikate Is aufhorized to redistribula to third parties without separate payment to <br />lcros* Microsoft's lislhiNty is limited to direct doinages finally awarded up to U5$5,O0o, . <br />c. Exclusions. In no event WX either patty he liable for indirect, Incidental, special, punitive, or <br />onser lentiak damages, or for loss 4f use, Inns of usir►ess information,� revenue, onternipli+on of business, howevdr cnusecl or on any theay of liability. <br />rc Exceptaans. No limitation or exclusions ,will apply to iiabi4ty arining oer pa y s <br />onfidentiai+;ty obligabDns (except for all liability related to Customer Data, which will reniakn <br />subject M the Iimltations and exclusions al>ove); (2) defense cbligetions; or (3) vial tfon of If <br />other party's tnte;tectual property rights. <br />i <br />93 Verifyincq comp ranee. 0 . <br />a. Right to verify compliance. Enroled Arfiliate must keep records relating to all use and <br />distribution of Products by Enrolled Affiliate and its Affiliates. fAcrosc+ft has the right, at ;ts <br />expense, to the extent permitted by applicable law, to verify compliance with the Product' . <br />license terms, Enlclled Arfllide must promptPl provide tlxe independent auditor with am/ <br />information the auditor reasonably requests in furftierance of the verificalion. Including access <br />to systems rumning ilia Products and evidence of Licenses for Products Enrolled AffiKeite hosts, <br />skihl;renses, or dislilbutes to third parties. Enrdled Affiliate agrees to complete Microsofl's <br />self -audit process, which Microsoft may reguire as an alternative to a tNrd party audit. <br />b. Reinedies for non•conilbianc4p. If verification or self -audit reveals any Unlir..ensed (I'M or <br />WrstribLAion. then within 30 days, (1) Enrolled Afflliate must order sufficient Licenses to cots; <br />at use or distribution, awl (2) if unlicensed use or distribution is 5% or inore, Enro0ed Affiliate <br />41Crsf reimburse ldlfcrosott for the cost Microsoft has incurred in verification and acgkire the <br />cessary ydckliniW licenses at 125°/n of the price based on the then current price list and <br />Enrolled Affiliate price level. The unlicensed use percentage is based on the total nurTabar of <br />licenses pixchased compared td actual Install base. If there is no unlicensed use, Microsoft ~,rill <br />WIts <br />ofribiect Enrolled Affillate tolanotlaer verification for at least one year. By exercising the dand procedures descrbed above, Microsoft does not waive its d4its to enforce this <br />greement or to nrolect its inte4eckial property by any other means permitted by law <br />� <br />c, Verification process. Microsoft will notify Enrolled Affiliate al least 30 days In radvan�.rlrof its <br />rrtent to verify Enrolled Affikale's compliance with the kense terms for the Products Enrolled <br />Affillale and Its Affiliates use or distrlbuite. Microsoft wlil engage an independent nudifor, which <br />mill be subject to a confidentiality obligation. Any infohnatlon collected h the self -audit will he <br />used solely for purposes of cletermin'+,icl compliance- This verAcation will lake place during <br />W ".. <br />ormal business tours and in a mar.ner that does not interfere unreasonaNy with Erirolterl <br />> /�1111 ii3,y+(lJS}SLCi(�rJc�)(r)oYzrilst Pap q of I I <br />nrcucnznt X?n• I [?7.n� <br />�l� <br />