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(11) arises from use of an Online Service in violation of applicable laws and regulations; a violation of the legal rights cif others' or unauthorized access. to or disruption of :ally service, data, account, or network in connection with the use of the Online Services: Enrolled Affiliate will pay the amount of any adverse (trial Judgment or approved 'settlement resulting from a claim covered by this section tilled "By Enrolled Affiliate!' c. Rights and remedies in case of possible Infringement or misappropriation. If Microsoft reasonably believes that a claim under this section may result in a legal bar prohibiting Enrolled Affiliate's use of the Product or Fix, Microsoft will seek to obtain the right for Enroltad Affiliate to keep using it or modify or replace it with a functional edtiivalent, in which case Enrolled) Affiliate must discontinue use of the prior version. tmmedia0y. If these options are net cotnmeirolally reasonable, Microsoft may terminate Enrolled Affilat'e's right to the Product or Fix and refund any amounts Enrolled Affiliate ties paid for those.righfs to Software or Fixes and, for Online Servicoe; any amount.paid for a usage period after the termination date. d: Other tarrns: The party being defended under this section 11 must notify tile other party promptly of any claim subject to the subsection fitted "By Microsoft," give the other party sole control over the defense or settlement, and provide reasonable asslstance in defending the claim. The party providing the protection will reimburse the other party for reasonable out of pocket expenses that It incurs in providing assistance. Any settlement must be approved in writing by the defending party. The remedies provided in this section 11 are the exclusive remedies for the claims described in tills' section. 11 Limirtation ofHability, For each Product, each party's maximum, aggregate liability to the other under this Agreement is limited to direct damages finallyawarded in an amount not to exceed the amounts Enrolled Affiliate was required to pay for the applicable Products during like tune of this Agreement, subject to the following: a. Online Services. For Online Services, Microsoft's maximum, liability to Enrolled Afffllate for any incident giving rise to a claim will not exceed the amount Enrolled Affiliate paid for the Online Service during the 12 months before the Incident. b. Froo Products and Distributable Code, For Products provided free of charge and code that Enrolled Affiliate is authorized to redistribute to third parties without separate payment to Microsoft, Microsoft's liability is limited to d rect damages finally awarded up to US$5,000, c, Exclusions. In no event will either party he tlabte for Indirect, incidental, special, punitive_, or consequential damages, including loss of use, loss of profits, or interruption of business, however caused or on any theory of liability. cf. Exceptions. No (imitation or exclusions will apply to liability arising out of either party's (1) confidentiality obligations (except for all liability related to Customer Dale, which will remain Subjectto the limitations and exclusions above); (2) defense obligations; or (3) violation of'the other party's fmailectual'property rights, 93, Verifying compliance. a. Right to verify compliance. Enrolled Affiliate must keep accurate and complete 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 permi(ted,by applicable law, to verify Enrolled Affiliate and its Affiliates' compliance with the Product'stieehse terms for the Products. b. Verification process and limitations Microsoft will provide Enrolled Affiliate at least 30 days' police of its intent to verify compliance. Verification will take place during normal business hours and in a reatmer that does not interfere unreasonably will) Enrolled Affiliate's operations. Microsoft will engage an independent auditor, which will be subject to a confidentiality obligation. Enrolled Affiliate must . promptly provide the independent auditor aA2015Agr(US)SLO(ENC)(Au02015) 25C -15 Pace 9 of t h DawmentX20.12066