Item 18 - Agreement for Microsoft Software Volume Licensing and Maintenance

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law regarding the Cdlection, use, transter, retention, and other processing of personal data from the Europecin Geonomic Area and Switzerland. c, U.S. export. f roducts and Fixes are subject to U.S. export jurisdiction_ Enrolled Affiliate must comply with all applicable international and national laws, including the U.S Export Administration Regulations ands International Traffic in Arms Regulations, and end -user, end use and destination restrictions issued by U S. and other governments related to Microsoft products, services and lechnologies. 10. Warranties. a. Limited warranties and remedies. (1) Software. Microsoft warrants that each version of the Software will perform substantially as described in the applicable Product documentation for one year from the date the Enterprise is first licensed ifor that version If it does not and the Enterprise notifies Microsoft within the warranty term, then Microsoft will, at its option (1) return the price F-nrolled Affiliate paid for the Software license, or (2) repair or replace the Software. (ii) Online Services. Microsoft warrants that each Online Service will perform in accordance with the applicable SLA during the Enterprise's use. The Enterprise's remedies for breach of this warranty are in the SLA. The remedies above are the Enterprise's sole remedies for breach of the warranties in this section Customer waives any breach of warranty claims not made during the warranty period. b. Exclusions. The warranties in this agreement do not apply to problemis caused by accident, abuse, or use In a manner inconsistent will) this Agreement, including failure to meet minimum system requirements. These 'warranties do riot apply to free, trial, pre-release, or beta products, or to components of Products that Enrolled Affiliate is permitted to redistribute. c. taiselaimer. Except for the 'limited warranties above, Microsoft provides no other warranties or condltlons and disclaims any other express, implied, or statutory warranties, including warranties of quality, title, non -infringement, merchantability, and fitness for a particular purpose. 11. Defense of third party claims. The parties will defend each other against the third -party claims described in this section and will pay the amount of any resulting adverse final judgrrrent or approved settlement, but only if the defending party is promptly notified in writing of the claim and lias the right to control the defense and any settlement of it. The party being defended must provide the defending party with all requested assistance. Information, and authority. The defending party will reimburse the other party for reasonable out-of-pocket expenses it incurs ill providing assistance, This section describes the parties' sole remedies and entire liability for such claims. t a. By Microsoft. Microsoft will defend Enrolled Affiliate against any third -party claim) to the extent it alleges that a Product or Fix made available by Microsoft for a fee and used within the scope of the license granted (unmodifibd from the form provided by Microsoft and not combined with anything else) misappropriates a trade secret or directly infringes a patent, copyright, trademark or other proprietary right of a third party. If Microsoft is unable to resolve a claim of inhingerttenl under commercially reasonable terms, it may, at its option, either (1) modify or replace the Product or Fix with a functional equivalent; or (2) terminate Enrolled Affiliate's license and refund any prepaid license fees (less depreciation on a five-year, straight-line basis) for perpetual licenses and any amount paid for Online Services for any usage period after the termination date. Microsoft will not be liable for any claims or damages due to Enrolled Affiliate's continued use of a Product or Fix after being notified to stop due to a third -party claim. la. By Enrolled Affil late. To the extent permitted by applicable law, Enrolled Affiliate will defend Microsoft against any Iliird-party claim to the extent it alleges that: (1) any Customer Data or j CA201riA9I(rJS)SLGjENG)Qjov20aRr t Page 8of I I Gocumenl X20-10200