By Armor Sample Clauses

By Armor. Armor will defend, indemnify and hold harmless you and your Affiliates and each’s respective directors, officers, employees, contractors, agents, or representatives, from and against any and all costs, liabilities, judgments, actions and expenses including, but not limited to, reasonable attorneys’ fees and fees of experts) (collectively, “Losses”) arising out of any threatened or actual third party claim, suit, action, arbitration, or proceeding (collectively, “Claims”) arising out of or relating to (i) Armor’s gross negligence or willful misconduct as it relates to the Services, or (ii) to the extent that such Claims allege that the Deliverables, including any Work Product, in the form delivered by Armor at the time of rendering the Services, infringes or misappropriates the United States patent or copyrights of a third party; provided in each case that (a) you give Armor prompt written notice of the Claim, (b) you permit Armor sole control over the defense and/or settlement of the Claim, and (c) you reasonably cooperate with Armor in the defense and or settlement of the Claim. Armor’s indemnification obligations as set forth in this section shall constitute Customer’s exclusive remedy for any Claims described herein. Notwithstanding the foregoing, Armor shall have no obligation under this Agreement for any Claim of infringement, hold harmless, or misappropriation to the extent that it results from: (i) combination or use of the Services with equipment, products, or processes not furnished by Armor; (ii) modifications or configurations to the Services made other than by Armor; (iii) your failure to use updated or modified Services provided by Armor to avoid a claim of infringement or misappropriation; or (iv) compliance by Armor with requests, designs, plans, configurations, or specifications furnished by you or a User or made on behalf of you or a User.
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