By PRophet Sample Clauses

By PRophet. PRophet shall defend, indemnify and hold harmless Customer from and against all Claims resulting from its breach of its obligation of Confidentiality to Customer or any infringement or alleged infringement of third-party Intellectual Property Rights as a result of Customer’s authorized use of the PRophet Products and Services (each, an “Infringement Claim”). In the event of any such Infringement Claim, PRophet may, at its option: (i) obtain the right to permit Customer to continue using the PRophet Products and Services, (ii) modify or replace the relevant portion(s) of the PRophet Products and Services with a non-infringing alternative having substantially equivalent performance within a reasonable period of time, or (iii) terminate this Agreement as to the infringing PRophet Products and Services and provide a pro rata refund of any prepaid, unused Fees for such infringing service. Notwithstanding the foregoing, PRophet will have no liability for any Infringement Claim of any kind to the extent that it results from: (1) modifications to the PRophet Products and Services made by a party other than PRophet, (2) the combination of the PRophet Products and Services with other products, processes or technologies (where the infringement would have been avoided but for such combination), or (3) Customer’s use of the PRophet Products and Services other than in accordance with this Agreement. The indemnification obligations set forth in this Section 16.2 are PRophet’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.
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