AccuKnox Sample Clauses

AccuKnox. AccuKnox shall at its expense (a) defend or settle any third party claims, actions and demands brought against Customer and its officers, directors, employees or agents, where the third party claimant expressly asserts that (i) AccuKnox infringes such third party’s trademarks, copyrights or US patents, or (ii) AccuKnox misappropriated such third party’s trade secrets in the development of AccuKnox ; and (b) pay damages, if any, finally awarded by a court of competent jurisdiction against Customer indemnified parties or agreed upon in settlement by AccuKnox (including other reasonable out-of-pocket costs incurred by Customer, including reasonable attorneys’ fees, in connection with enforcing this Section 12.1), subject to the exclusions (1)-(4) set forth below. AccuKnox has no obligation to Customer under this Section for any claim, action or demand to the extent that such claim, demand or action is based on: (1) Third Party Software or Customer Data, (2) modifications where AccuKnox would not infringe (including by way of example, Modifications made by Customer, but excluding Modifications made by AccuKnox or its agents), (3) combination of AccuKnox with other software, processes or materials where AccuKnox would not infringe except for such combination, or (4) Customer’s use of AccuKnox not in accordance with this Agreement. In the event that AccuKnox believes AccuKnox, or any part thereof, may be the subject of an infringement or a misappropriation claim as to which this Section applies, then AccuKnox may, in its discretion and at its sole expense: (W) procure for Customer the right to continue using AccuKnox or any applicable part thereof, (X) replace AccuKnox, or infringing part thereof, with a non-infringing version (or part thereof), (Y) modify AccuKnox, or infringing part thereof, so as to make it non-infringing, or (Z) in the event that (W), (X) or (Y) are not commercially feasible, then Customer shall have the right to terminate this Agreement solely with respect to the infringing portion of AccuKnox, and, notwithstanding anything to the contrary in this Agreement, have AccuKnox refund to Customer the pro rata unused portion of any pre-paid service fees. This Section states AccuKnox’s sole liability to, and Customer’s exclusive remedy for, infringement claims of any kind in connection with AccuKnox or services delivered under or in connection with this agreement.

AccuKnox. AccuKnox shall at its expense (a) defend or settle any third party claims, actions and demands brought against Customer and its officers, directors, employees or agents, where the third party claimant expressly asserts that (i) AccuKnox infringes such third party’s trademarks, copyrights or US patents, or (ii) AccuKnox misappropriated such third party’s trade secrets in the development of AccuKnox ; and (b) pay damages, if any, finally awarded by a court of competent jurisdiction against Customer indemnified parties or agreed upon in settlement by AccuKnox (including other reasonable out-of-pocket costs incurred by Customer, including reasonable attorneys’ fees, in connection with enforcing this Section 12.1), subject to the exclusions (1)-(4) set forth below. AccuKnox has no obligation to Customer under this Section for any claim, action or demand to the extent that such claim, demand or action is based on: (1) Third Party Software or Customer Data,