By Pluralsight. Pluralsight will indemnify, defend, and hold harmless Customer, its directors, officers, employees, agents, and Affiliates (each, a “Customer Indemnitee”) from and against any and all third-party liabilities, claims, damages and losses, including all reasonable attorneys’ fees, costs, and expenses (collectively, “Claims”), arising out of or connected with any Claims that the Site or the Proprietary Materials infringe, misappropriate, or violate any third party’s intellectual property rights (“Infringement Claim”), except for any such infringement, misappropriation, or violation that arises out of any act or omission by Customer, Customer’s Business User, or any employee, agent, or Affiliate of Customer in violation of the terms and conditions of this Agreement or any Sales Order, including without limitation, those prohibitions set forth in Sections 2(a) and 3(a). In the event of any such Infringement Claim, Pluralsight may, at its option: (i) obtain the right to permit Customer to continue using the Site, (ii) modify or replace the relevant portion(s) of the Site with a non-infringing alternative having substantially equivalent performance within a reasonable period of time, or (iii) terminate this Agreement as to the infringing portion of the Site and refund to Customer any prepaid, unused Fees for such infringing portion of the Site hereunder. Notwithstanding the foregoing, Pluralsight will have no liability for any Infringement Claim of any kind to the extent that it results from: (1) modifications to the Site made by a party other than Pluralsight, (2) the combination of the Site with other products, processes or technologies (where the infringement would have been avoided but for such combination), or (3) Customer’s use of the Site other than in accordance with the Specifications and this Agreement. The indemnification obligations set forth in this Section 7(a) are Pluralsight’s sole and exclusive obligations, and Customer’s sole and exclusive remedies, with respect to infringement or misappropriation of third-party intellectual property rights of any kind. Nothing contained herein this Section 7 shall be construed in derogation of the U.S. Department of Justice’s right to defend any claim or suit brought against the U.S. pursuant to its jurisdictional statute 28 U.S.C. § 516.
By Pluralsight. Pluralsight will indemnify, defend, and hold harmless Customer, its directors, officers, employees, agents, and Customer Affiliates (each, a “Customer Indemnitee”) from and against any and all third-party liabilities, claims, damages and losses, including all reasonable attorneys’ fees, costs, and expenses (collectively, “Claims”), arising out of any Claims that the Platform infringes, misappropriates, or violates any third party’s intellectual property rights (“Infringement Claim”), except for any such infringement, misappropriation, or violation that arises out of any act or omission by Customer, Users, or any agent, or Customer Affiliate in violation of the terms and conditions of this Agreement or any Sales Order, including without limitation, those prohibitions set forth in Section
By Pluralsight. Pluralsight will: (a) at its expense, either defend Customer from or settle any claim, proceeding, or suit (“Claim”) brought by a third party against Customer alleging that Customer’s use of the Service as permitted and used pursuant to these Enterprise Terms infringes or misappropriates patents, copyrights, or trademarks, subject to Section 7.4 (an “IP Claim”) , and (b) indemnify Customer from and pay the applicable Losses (defined below). Pluralsight will have no obligation under this section for any infringement or misappropriation to the extent that it arises out of or is based upon any of the following (the “Excluded Claims”): (i) use of the Service in combination with other products, services, or content not provided by Pluralsight if such infringement or misappropriation would not have arisen but for such combination; (ii) the Service having been provided to comply with designs, requirements, or specifications required by or provided by Customer, if the alleged infringement or misappropriation would not have arisen but for the compliance with such designs, requirements, or specifications; (iii) use of the Service by Customer for purposes not intended or outside the scope of the license granted to Customer; (iv) Customer’s failure to use the Service in accordance with instructions provided by Pluralsight, if the infringement or misappropriation would not have occurred but for such failure; or (v) any modification of the Service not made or authorized in writing by Pluralsight where such infringement or misappropriation would not have occurred absent such modification.
