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<br /> non-Microsoft software hosted iQ an onlina,Servlce by Microsoft on Enrolled Affiliate's behalf
<br /> misappropriates a Irnde secret or directly infringes a patent, copyright, trademark, or other
<br /> proprletary right of a third pasty;or(2)Enrolled Affiliate's use of any Prodticl or Fix,alone or In
<br /> combin,rtion with anything else,Glolates the laatj or damages a third party.
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<br /> 12. L.imitc)tion of liability, `
<br /> For each Product,each party's maximum,aggregate liability to tho other under this Agreentenl is limiled F
<br /> to direct damoges finally awarded in an arnollnt not to exceed the amoranls Enrolled Affiliate was required
<br /> to pay for the applicable products during(lie Iterm of this Agreement, subject to the following:
<br /> a. Online Sorvfces, Par Online Services, Microsoft's maximum liability to Enrolled Affillate for
<br /> any incident giving rise to a clasirn will not exceed the Amount Enrolled Affiliate paid for the
<br /> Online Service during the 12 months before the incident.
<br /> 1). Free Products and Dts#ributal)1a Code, For Products provided free of charge and code
<br /> that Enrolled Affiliate Is authorized to redlsiribEite lo.third parties without separate payment to
<br /> Microsoft,Microsoft`s liability is limited to direct d images finally,awarded tip to USS5,000,
<br /> c. Excursions. In no event will either party he liable for Indirect,incidental, special, punitive, or
<br /> consequential domacges,or for Inss of use, foss of lousiness information, lass of revenue,or
<br /> interruption of business,howevdr caused or on any theory of liability.
<br /> d. Escoptions. No lirnitolfon orexclusions will apply to liability arisingout of either part,s(1)
<br /> confidentiality obligations(except for all liability related to Customer Data, which will remain
<br /> subject to tit.a limitations and exdluslons above}; (2)de+fenso obligations;or(3)vinitrllott of the
<br /> other party's intelieclual property rights,
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<br /> 13, Verifying compliance.
<br /> a. Right to verify aompllarice. Enrolled Affiliate must keep records relating to ail use and
<br /> distribution of Products by Enrolled Affiliate and its Affiliates. Harosoft has the right, at Its
<br /> expense, to the extent permitted by applicably tavu, to verify compliance with the Product's
<br /> license terms, Enfolfed Affili>ate must promptly provide the Independent auditor with any
<br /> Informallon the auditor reasonably requests in furtherance of tho verification,Including access
<br /> to sysferns running the Products and evidence of Licenses for Products Enrolled Affiliate hosts,
<br /> sub110MOs, or distributes to third parties. Enrolled Affiliate agrees to complete Microsoft's
<br /> self-audit process,which Micros+oft may require as an alternative to a third party audit.
<br /> b, Aernedles for noo-conipliance. If verlficastion or self-audit reveals any unlicensed use or
<br /> distribution, then within 30 days, (1)Enrolled Affiliate must order sufficient Licenses to cover
<br /> that use or distribution,and(2) if unlicensed tree or distribution is 5%or more,Enrolled Affiliate
<br /> must reimburse Microsoft for the cost Microsoft has incurred in verificatlon and acquire the
<br /> necessary additional licenses at •125% of the price based on the then-current price list and
<br /> Enrolled Affiliate price level. The unlicensed rise porcontage Is based an the total number of
<br /> licenses purchased compared td actual install base, If there is no unlir erised use,Microsoft will
<br /> hot subject Enrolled Affiflele totanother verification for at leasl one year. By exercising the
<br /> rights and procedures described above, Microsoft does not waive ifs rights to enforce this
<br /> Agreernenl or to protect Its Intellectual property by any other means permitted by law,
<br /> c, Verification process, fallcrosofl will nobly Enrolled Affiliate at feast 30 days In advance of its
<br /> Intent to verify Enrolled Affiliate% compliance with the license leans for the Products Enrolled
<br /> Affiliate and Its Affiliates use;or distribute, Microsoft will engage an fndopendent pudifor,wtalch
<br /> will be subject to a c-Pnfidenliaiity obligation. Any Information collected In file self-audit will by
<br /> used saleiy for purposes of delprmfning compliance. This verific:otion will lake place during
<br /> norrtial business hours and In a manner that does not interfere unreasonably with Enrolled
<br /> Affiliate's operatlorls,
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