Common use of Compliance Validation Clause in Contracts

Compliance Validation. We may request, and You must provide within thirty (30) days from the request date, a system-generated report verifying Your access to and use of the Cloud Services (“System Report”). You acknowledge that the System Report is based on technological features in the Cloud Services to verify access and use verification (including User counts). If the Cloud Services do not contain technological features that provide system-generated use verification, You will take reasonable steps to maintain complete and accurate records of Your use of the Cloud Services sufficient to verify compliance with this Agreement, and within thirty (30) days of Our request, You will provide to Us an accurate Cloud Services access and use verification report for the Cloud Services signed by one of Your senior executives or directors. We will only request the System Report (or Your prepared Cloud Services access and use verification report) once per year (or earlier if there is a good faith belief by Us that there may be noncompliance) and will not unreasonably interfere with the conduct of Your business. If a System Report or Your prepared Cloud Services access and use verification report identifies that You are out of compliance with this Agreement, You will be required to purchase the additional subscriptions and pay the reasonable costs of the audit and any fees associated with the subscriptions and/or Support. We may also charge an out-of-compliance fee.

Compliance Validation. We may request, and You must provide within thirty (30) days from the request date, a system-generated report verifying Your access to and use of the Cloud Services (“System Report”). You acknowledge that the System Report is based on technological features in the Cloud Services to verify access and use verification (including User counts). If the Cloud Services do not contain technological features that provide system-generated use verification, You will take reasonable steps to maintain complete and accurate records of Your use of the Cloud Services sufficient to verify compliance with this Agreement, and within thirty (30) days of Our request, You will provide to Us an accurate Cloud Services access and use verification report for the Cloud Services signed by one of Your senior executives or directorsServices. We will only request the System Report (or Your prepared Cloud Services access and use verification report) once per year (or earlier if there is a good faith belief by Us that there may be noncompliance) and will not unreasonably interfere with the conduct of Your business. If a System Report or Your prepared Cloud Services access and use verification report identifies that You are out of compliance with this Agreement, You will be required to purchase the additional subscriptions and pay the reasonable costs of the audit and any fees associated with the subscriptions and/or Support. We may also charge an out-of-compliance fee.