Common use of AuditBoard Indemnification Clause in Contracts

AuditBoard Indemnification. AuditBoard shall defend Customer, and its Affiliates, offers, directors, employees, attorneys and agents against any third- party Claim brought against Customer alleging that the use of the Service as contemplated hereunder infringes that third party’s Intellectual Property Rights and shall indemnify and hold Customer harmless against any Losses arising from such third-party Claim. AuditBoard shall have no indemnification obligation for claims arising from (1) any infringement arising from the use or combination of the Service, or any part thereof, with other products, processes or materials not provided by AuditBoard, if the Services or use thereof would not infringe without such combination; (2) any modification to the Service made by anyone other than AuditBoard or its personnel; or (3) Customer’s use of the Service that is inconsistent with, or contrary to, the terms of this Agreement. AuditBoard may, in its sole option, obtain for Customer the right to continue to use the Service or replace or modify the Service so that they are no longer infringing. If neither of the foregoing options is reasonably available to AuditBoard, then either party may terminate the Agreement and AuditBoard’s sole liability, in addition to the indemnification obligations in this section, will be to refund any prepaid Subscription Fees for the Service that was to be provided after the effective date of termination.

AuditBoard Indemnification. AuditBoard shall defend Customer, and its Affiliates, offers, directors, employees, attorneys and agents against any third- third-party Claim brought against Customer alleging that the use of the Service as contemplated hereunder infringes that third party’s Intellectual Property Rights and shall indemnify and hold Customer harmless against any Losses arising from such third-party Claim. AuditBoard shall have no indemnification obligation for claims arising from from: (1) any infringement arising from the use or combination of the Service, or any part thereof, with other products, processes or materials not provided by AuditBoard, if the Services or use thereof would not infringe without such combination; (2) any modification to the Service made by anyone other than AuditBoard or its personnel; or (3) Customer’s use of the Service that is inconsistent with, or contrary to, the terms of this Agreement. AuditBoard may, in its sole option, obtain for Customer the right to continue to use the Service or replace or modify the Service so that they are no longer infringing. If neither of the foregoing options is reasonably available to AuditBoard, then either party may terminate the Agreement and AuditBoard’s sole liability, in addition to the indemnification obligations in this section, will be to refund any prepaid Subscription Fees for the Service that was to be provided after the effective date of termination.