By Lookout. Lookout will indemnify, defend, and hold harmless Customer from and against all damages, and costs (including settlement costs and reasonable attorneys' fees), if any, finally awarded against Customer from any claim of infringement or violation of any U.S. or E.U. issued patent, copyright or trademark asserted against Customer by a third-party based upon Customer’s use of the Services in accordance with the terms of this Agreement. The foregoing indemnification obligation for Lookout shall not apply in the following circumstances (each, an “Indemnity Exclusion”): (1) if the Services are modified by any party other Lookout, but only to the extent the alleged infringement would not have occurred but for such modification; (2) if the Services are modified by Lookout at the request of Customer, but only to the extent the alleged infringement would not have occurred but for such modification; (3) if the Services are combined with other non-Lookout products or processes not authorized by Lookout; but only to the extent the alleged infringement would not have occurred but for such combination; (4) to any unauthorized use of the Services; (5) to any superseded release of the Products if the infringement would have been avoided by the use of a current release of the Services that Lookout has provided to Customer prior to the date of the alleged infringement; or (6) to any third party software code contained within the Services.
By Lookout. Lookout will indemnify, defend, and hold harmless Customer from and against all damages, and costs (including settlement costs and reasonable attorneys' fees), if any, finally awarded against Customer from any claim of infringement or violation of any U.S. or
By Lookout. Lookout will indemnify, defend, and hold harmless Customer and its or their respective successors, assigns, officers, directors, shareholders, subcontractors, agents, employees, and representatives (each, a “Customer-Indemnified Party”) from and against third party Claim, finally awarded against Customer or Customer-Indemnified Party from any claim of infringement or violation of any valid United States, European Union or United Kingdom issued patent, copyright or trademark asserted against Customer based upon Xxxxxxxx’s use of the Services in accordance with the terms of this Agreement. If the Cloud Security Services, or parts thereof, become, or in Lookout’s opinion may become, the subject of an infringement claim, then Lookout may, at Lookout’s sole discretion: (i) obtain the right for Customer, at Lookout's expense, to continue using the Cloud Security Services; (ii) provide a non-infringing replacement with substantially similar functionality; (iii) modify the Cloud Security Services so that they no longer infringe; or (iv) if none of the foregoing is reasonably possible, then Lookout, in its sole discretion, shall have the right to terminate this Agreement, and Lookout will refund the Services Fees paid to Lookout by Partner for licenses for which Cloud Security Services have not been provided. Lookout will have no liability or obligation under this Section with respect to any Claim if such Claim is caused in whole or in part by the following circumstances (each, an “Indemnity Exclusion”): (1) modification of the Cloud Security Services by anyone other than Lookout; modification by Lookout at their request; (2) if the Cloud Security Services are combined with other non-Lookout products or processes not authorized by Lookout; (3) Customer’s use of the Services not in accordance with the Documentation or any unauthorized use; (4) to any superseded release of the Cloud Security Services if the infringement would have been avoided by the use of a current release of the Cloud Security Services that Lookout has provided to Customer prior to the date of the alleged infringement; or (5) to any third party software code contained within the Cloud Security Services or is otherwise provided by Customer. 13.3. I n d e m n i t y P ro c e d u re s . T h e p a r t y s e e k i n g indemnification will promptly notify the other party of the Claim within twenty (20) days of receiving notice of such Claim and cooperate with the other party in defending the Claim. The i...
