Common use of Compliance Verification Clause in Contracts

Compliance Verification. In order to verify Customer’s compliance with this Agreement, Customer shall maintain accurate records sufficient to confirm Customer’s compliance with this Agreement and the license provisions hereunder. Customer shall provide 3DS with access to such records within three (3) business days from such request. 3DS may also conduct an audit (i) on Customer’s premises, or on the premises where 3DS Offerings are installed, during normal business hours, in a manner that minimizes disruption to Customer’s business, or (ii) for Online Services on Customer Data, to verify that its use of the 3DS products is compliant with the terms of a valid agreement. Customer shall provide 3DS with machine access, copies of system tools outputs, and allow execution of all appropriate tools generating audit records within two (2) business days from 3DS’s request. 3DS may appoint a third party to conduct any such verification and such party shall have access to the records, premises and machines as detailed above. If the audit reveals unauthorized use of any 3DS Offering, Customer shall promptly pay 3DS any amount owed as a result of such unauthorized use at the then-current list price. If such unauthorized use is five percent (5%) or greater of Customer’s authorized use for the applicable 3DS Offering, then in addition to Customer paying the applicable fees, Customer shall reimburse 3DS for the cost of such audit. By invoking the rights and procedures described above, 3DS does not waive its rights to enforce this Agreement or to protect its intellectual property by any other means permitted by law.