Datafold, Inc.
Universal Amendment to Standard Contract 

This Universal Amendment to Standard Contract for Microsoft commercial marketplace (the “Amendment”) is made as of date Customer and Publisher enter into the Agreement. Defined terms used herein shall have the meaning given to them in the Agreement unless otherwise defined herein. 
	
          WHEREAS, the parties to the Agreement wish to amend the Agreement according to the terms herein.
	
          NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree to amend the Agreement as follows:

1. REPRESENTATIONS AND WARRANTIES.

1.1     In addition to the representations and warranties contained in Section 6.1 of the Agreement, Customer represents and warrants that:  it has the full right, power and authority to enter into and fully perform the Agreement and this Amendment;  the person authorizing the Agreement and this Amendment on its behalf is a duly authorized representative of Customer who has in fact been authorized to execute the Agreement and this Amendment;  its entry into the Agreement and this Amendment does not violate any other agreement by which it is bound; and  it is a legal entity in good standing in the jurisdiction of its formation and shall continuously remain in good standing during the term of the Agreement.


1.2    Notwithstanding anything contrary in the Agreement, and in addition to the disclaimer contained in Section 6.2 of the Agreement, Publisher shall not be obligated to correct errors caused: (a) by unauthorized modification to the Offering,  (b) by Customer’s use of the Offering other than as described in the Documentation, or (c) by combining the Offering with any other hardware or software not authorized by Publisher in writing. 


1.3      IN ADDITION TO THE DISCLAIMER CONTAINED IN SECTION 6.2, OF THE AGREEMENT, PUBLISHER DOES NOT WARRANT THAT THE OFFERING WILL MEET CUSTOMER’S REQUIREMENTS, THAT THE OPERATION OF THE OFFERING WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE FEATURES OR FUNCTIONALITIES OF THE OFFERING WILL BE AVAILABLE AT ANY TIME IN THE FUTURE OR THAT ALL ERRORS IN THE OFFERING OR DOCUMENTATION WILL BE CORRECTED. PUBLISHER SHALL HAVE NO RESPONSIBILITY FOR DETERMINING THAT CUSTOMER’S PROPOSED USE OF THE OFFERING COMPLIES WITH APPLICABLE LAWS IN CUSTOMER’S JURISDICTION(S). 



2.  DEFENSE OF THIRD-PARTY CLAIMS.

2.1          Subsection (ii) of Section 7.2 of the Agreement is hereby deleted in its entirety.


LIMITATION OF LIABILITY. 
3.1     Notwithstanding Section 8 of the Agreement, the aggregate, cumulative liability of each party (including its directors, officers, employees, representatives, agents and suppliers) under the Agreement and this Amendment shall be limited to the fees paid or payable by Customer for the Offerings during the twelve-month period prior to the event giving rise to any claim, or $100 if Customer is using a trial of the Offerings. The foregoing shall not limit Customer’s payment obligations.

3.2     Subsections (d)(1) and (d)(2) of Section 8 of the Agreement are hereby deleted in their entirety.

Except as provided for herein, the Agreement shall remain in full force and effect.