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non -Microsoft software hosted In an Online Service by Microsoft on Enrolled Alflliate's behalf misappropriates a trade secret or d'veclly Infringes a patent, copyright, trademark, or other proprietary right of a third party; or (2) Enrolled Affiliate's use of any Product or Fix, alone or in combination with anything else, vlolales the law or damages a third party. r 12. Limitation of liability. Paeach Product, each parly's maximum, aggregate liability to the other under this Agreement is Omiled to direct damages finally awarded in an amount not to exceed the amounts Enrolled Affiliate was required to pay for the applicable Products during the tern or 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 clalm will not exceed the amount Enrolled Affiliate paid for the Online Service during the 12 months before the incident. b. Free Products and Distrlbutalile 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 direct damages finally awarded up to USS5,000. c. Exciuslons. In no event will either party be liable for indirect, Incidental, special, punitive, or rouse piential damages, or for loss of use, loss or business Information, loss of revenue, or interruption of business, however caused or on any theory of liability. d. Exceptions. No limitation or exclusions wdl apply to liability arising out of either partj s (1) confidentiality obligations (except for all liability related to Customer Data, which will remain sub)ecl to ilia 16nllations and exclusions above); (2) defense obligations; or (3) violation or the other parys• 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 Enrdlled 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 terms.' Enrolled Affiliate-riusl promptly provideIliaIndependent auditor with any Information the auditor reasonably requests in furtherance of the verification, Including access to systems' running the Products and evidence of Licenses for -Products; Enrolled Affiliate hosts, suhlicenses, or disldbules Id third parties. Enrolled Affiliate agrees to complete Microsofl't*, self -audit process, which Microsr oft may require as an alternative to a third party audit. h. Remedies for non-compliance. If verification or self -audit reveals any unlirensed use or distribution• then within 30 days', (1) Enrolled Affiliate must order sulfcienl Licenses to cover Ilia[ use or distribution, and (2) if unlicensed use or distribution is 5% or more, Enrolled Affiliate must reimburse Microsoft for the 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 Id actual Install base. If there is no unlicensed use, Microsoft will not subject Enrolled Affiliate tolanother verification for at least one year. By exercising the rights and procedures described above, Microsoft does not waive its rights to enforce this Agreement or to protect its intellectual properly by any other means permitted by law. c. Verification process. Microsoft will nobly Enrolled Affiliate at least 30 days In advance of its intent to verify Enrolled Affiliates compliance with the license terms for the Products Enrolled 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 Willi Enrolled Affiliate's operalinns. EA'LII 1eAy1 (US)SLn(eN(i)(1,100016) Pa0q 9 nr I I 9ccuinenl x7.0- I Von