Common use of Alert Logic IP Infringement Indemnification Clause in Contracts

Alert Logic IP Infringement Indemnification. Alert Logic shall defend, indemnify and hold Customer harmless against any loss or damage incurred in connection with any claim, suit, action or proceeding (each, an “Action”) brought against Customer or any of its affiliates by a third party contending that Customer’s use of the Services, or any part thereof, infringes upon a U.S. copyright or U.S. patent of such third party. Subject to Section 10.2, Alert Logic shall pay any damages finally awarded to such third party by a court of competent jurisdiction or final binding arbitration resulting from such Action or agreed to by Alert Logic in settlement of the Action in Alert Logic’s sole discretion. In the event that the Services or any part thereof are likely to, in Alert Logic’s sole opinion, or do become the subject of an infringement related Action, and Alert Logic cannot, at its option and expense, procure for Customer the right to continue using the Services, or any part thereof, or modify the Services, or any part thereof, to make them non-infringing, then Alert Logic may terminate the Services and provide Customer with a pro rata refund of the fees paid for the terminated portion of the then-current Subscription Term. The above defense and indemnification obligations shall not apply for any Action or demand arising from: (i) use of the Services not in accordance with this Agreement; (ii) an allegation that does not state with specificity that the Services are the basis of the Actions; (iii) the use or combination of the Services or any part thereof with software, hardware, or other materials not developed by Alert Logic if the Services or use thereof would not infringe without such combination; (iv) modification of the Services by a party other than Alert Logic, if the use of unmodified Services would not constitute infringement; (v) Customer's failure to install an enhancement provided at no additional charge that would have avoided the alleged infringement; (vi) open source software or third party services; (vii) an allegation of infringement deriving from Customer’s general use or exploitation of the Internet; (viii) an Action against Customer that arises from Customer’s breach of this Agreement or any applicable Order Form; or (ix) an allegation made against Customer prior to the execution of this Agreement or any allegation based upon actions taken by Customer prior to the execution of this Agreement, or relating to any patent that, prior to the execution of this Agreement, Customer was aware may be asserted by a third party as the basis for a claim of infringement against Customer or Alert Logic. Customer represents that it has brought to Alert Logic’s attention any such allegation or patent referred to in clause (viii) of the previous sentence prior to the execution of this Agreement. The foregoing states Alert Logic’s entire liability and Customer’s exclusive remedy for infringement claims or actions.

Alert Logic IP Infringement Indemnification. Alert Logic shall defend, indemnify and hold Customer harmless End User (at Alert Logic's expense) against any loss or damage incurred in connection with any claim, suit, action or proceeding (each, an “Action”) brought against Customer End User or any of its affiliates by a third party contending that CustomerEnd User’s use of the Services, or any part thereof, infringes upon a U.S. copyright or U.S. patent of such third party. Subject to Section 10.2, party as follows: Alert Logic shall pay any damages finally awarded to such third party by a court of competent jurisdiction or final binding arbitration resulting from for such Action or agreed claim up to by a maximum amount equal to the greater of (a) 2x the total fees paid to Alert Logic in settlement for the Services by End User (or RS for End User’s use of the Action Services, whichever is greater), in Alert Logic’s sole discretionthe one-year period preceding the date upon which any such claim first accrued or (b) $250,000 USD. In the event that the Services or any part thereof are likely to, in Alert Logic’s sole opinion, or do become the subject of an infringement related Action, and Alert Logic cannot, at its option and expense, procure for Customer End User the right to continue using the Services, or any part thereof, or modify the Services, or any part thereof, to make them non-infringingnoninfringing, then Alert Logic may terminate the Services and provide Customer with a pro rata refund of the fees paid for the terminated portion of the then-current Subscription TermServices. The above defense and indemnification obligations Alert Logic shall not apply have no liability for any Action or demand arising from: from (i) use of the Services not in accordance with this Agreement; (ii) an allegation that does not state with specificity that the Services are the basis of the Actions; , (iiiii) the use or combination of the Services or any part thereof with software, hardware, or other materials not developed by Alert Logic if the Services or use thereof would not infringe without such combination; , (iviii) modification of the Services by a party other than Alert Logic, if the use of unmodified Services would not constitute infringement; (v) Customer's failure to install an enhancement provided at no additional charge that would have avoided the alleged infringement; (vi) open source software or third party services; (vii) an allegation of infringement deriving from Customer’s general use or exploitation of the Internet; (viii) an Action against Customer that arises from Customer’s breach of this Agreement or any applicable Order Form; or (ix) an allegation made against Customer prior to the execution of this Agreement or any allegation based upon actions taken by Customer prior to the execution of this Agreement, or relating to any patent that, prior to the execution of this Agreement, Customer was aware may be asserted by a third party as the basis for a claim of infringement against Customer or Alert Logic. Customer represents that it has brought to Alert Logic’s attention any such allegation or patent referred to in clause (viii) of the previous sentence prior to the execution of this Agreement. The foregoing states Alert Logic’s entire liability and Customer’s exclusive remedy for infringement claims or actions.,

Alert Logic IP Infringement Indemnification. Alert Logic shall defend, indemnify and hold Customer End User harmless against any loss or damage incurred in connection with any claim, suit, action or proceeding (each, an “Action”) brought against Customer End User or any of its affiliates by a third party contending that CustomerEnd User’s use of the Services, or any part thereof, infringes upon a U.S. copyright or U.S. patent of such third party. Subject to Section 10.215, Alert Logic shall pay any damages finally awarded to such third party by a court of competent jurisdiction or final binding arbitration resulting from such Action or agreed to by Alert Logic in settlement of the Action in Alert Logic’s sole discretion. In the event that the Services or any part thereof are likely to, in Alert Logic’s sole opinion, or do become the subject of an infringement related Action, and Alert Logic cannot, at its option and expense, procure for Customer End User the right to continue using the Services, or any part thereof, or modify the Services, or any part thereof, to make them non-infringing, then Alert Logic may terminate the Services and provide Customer End User with a pro rata refund of the fees paid for the terminated portion of the then-current Subscription Term. The above defense and indemnification obligations shall not apply for any Action or demand arising from: (i) use of the Services not in accordance with this AgreementXXXX; (ii) an allegation that does not state with specificity that the Services are the basis of the Actions; (iii) the use or combination of the Services or any part thereof with software, hardware, or other materials not developed by Alert Logic if the Services or use thereof would not infringe without such combination; (iv) modification of the Services by a party other than Alert Logic, if the use of unmodified Services would not constitute infringement; (v) Customer's failure to install an enhancement provided at no additional charge that would have avoided the alleged infringement; (vi) open source software or third party services; (vii) an allegation of infringement deriving from Customer’s general use or exploitation of the Internet; (viii) an Action against Customer that arises from Customer’s breach of this Agreement or any applicable Order Form; or (ix) an allegation made against Customer prior to the execution of this Agreement or any allegation based upon actions taken by Customer prior to the execution of this Agreement, or relating to any patent that, prior to the execution of this Agreement, Customer was aware may be asserted by a third party as the basis for a claim of infringement against Customer or Alert Logic. Customer represents that it has brought to Alert Logic’s attention any such allegation or patent referred to in clause (viii) of the previous sentence prior to the execution of this Agreement. The foregoing states Alert Logic’s entire liability and Customer’s exclusive remedy for infringement claims or actions.;