Item 18 - Agreement for Microsoft Software Volume Licensing and Maintenance

Home Browse Search

non -Microsoft software hosted in an Online Service by Microsoft on Enrolled Affiliate's behalf misappropriates a trade secret or directly infringes a patent, copyright, tradernark, or other proprietary right of a third party; or (2) Enrolled Affiliate's use of any PfadUcl or Fix., alone or in combination with anything else, violates the lmto or damages a third party. 12, Limitation of liability. For each Product, each party's maximum, aggregate liability to the other under this Agreement is limited 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 Iterm of this Agreement, subject to the following: a. Online Services. Par Online Services, Microsoft's maximum liability to Enrolled Affiliate 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. Free Products and Distributable Corte. For Products provided free of charge and code that Enrolled Affili2te is authorized to redistribute tothird parties without separate payment to Microsoft, Microsoft's liability is Limited to direct damages finally awnl'ded up to USS5,000. c, Exciusloros. In no event will either party he liable for indirect, incidental, special, punitive, or consetluential damages, or for loss of use, loss of business information, loss of revenue, or interruption of business, howevdr caused or on any theory of liability. d. Exceptions. No limitation or exclusions .will apply to liability arising out of either part, s (1) confidentiality obligations (except for all liability related to Customer Data, which will remaln subject to the limitations and exclusions above); (2) defense obligations; or (3) violnlion of the other party's intellectual property rights. i 13. Verifying compliance. a. bight to verify compliance. Enrolled Affiliate must keep 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 permitted by applicable law, to verify compliance with the ProdUCt'S license terms. Enrolled Affiliate rnusl promptly provide the independent auditor with any Information the auditor reasonably rectuests in furtherance of the verification, including access to systens running the Products.and evidence of Licenses for Products Enrolled Affiliate hosts, suhlicenses, or dishibutes to third parties. Enrolled Affiliate agrees to complete Microsoft's self -audit process, which Microsoft may require as an alternative to a third party audit. b. Remedies for non-compliance. If verification or self -audit reveals any unlicensed use or distribution, them within 30 days, (1) Enrolled Affiliate must order sufficient Licenses to cover that use or distribution, and (2) if unlicensed Use or distribution is 5% or more, Enrolled Affiliate inusl reimburse Microsoft for the cost Microsoft has incurred in verification and acquire the necessary additional licenses at '1251/1n 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 td actual Install base. If there is no unlicensed use, Microsoft wiil 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 property by any other means permitted by law. c. Verification process. Microsoft will notify Enrolled Affiliate at least 30 days in advance of its Intent to verify Enrolled Affiliate''s 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 n confidentiality obligation. Any information collected in the self -audit will be used solely far purposes of determining compliance. This verification will take place during normal business hours and in a manner that does not Interfere unreasonably with Enrolled Affiliate's operations. E-A2a1f1:syr(l15} it CitErJCij(PIUV21116} I':icIH'.I ol I I accunreni X7.0• I n2n9