By Acumatica Sample Clauses

By Acumatica. Acumatica will, at its expense, indemnify and hold you harmless against any claims made by an unaffiliated third party that the Service infringes its Intellectual Property Rights; provided (i) you notify Acumatica, in writing, not later than 20 days after you receive notice of the claim, (ii) you give Acumatica sole control of the defense and any settlement negotiations, and (iii) you cooperate with Acumatica in defending against or settling the claim. Acumatica’s obligation of indemnification will not apply to the extent that the claim is based on (a) your and/or your Affiliates’ use of the Service after Acumatica notifies you to discontinue use due to such a claim, (b) your combining the Service with non-Acumatica service, product, data or business process including third party add-ons or programs, (c) damages attributable to the value of the use of a non-Acumatica service, product, data or business process, (d) your altering or modifying the Service, including any modifications by third parties, or (e) your use of the Service in violation of this Agreement. You will reimburse Acumatica for any costs or damages that result from these actions. If Acumatica receives information concerning an infringement or misappropriation claim related to the Service, Acumatica may, at its expense and without obligation to do so, either (y) procure for you the right to continue to use the Service, or (z) modify the Service with a functional equivalent, to make it non-infringing. If, as a result of an infringement or misappropriation claim, your use of the Service is enjoined by a court of competent jurisdiction, Acumatica will, at its option, either procure the right to continue its use, replace it with a functional equivalent, modify it to make it non-infringing, or refund the Subscription Service Fees paid and terminate this Agreement. This Section 8.1 constitutes your exclusive remedy for third party infringement and trade secret misappropriation claims.