Common use of By Quivers Clause in Contracts

By Quivers. Xxxxxxx will defend, indemnify and hold Client harmless from and against any and all third-party claims and any resulting third party liabilities, losses, expenses and damages (collectively, the “Claims”) directly resulting from a claim that the Quivers Solution (specifically excluding any Product, Client Marks or Client Content) violates or infringes such third party’s registered U.S. intellectual property right. If the Quivers Solution becomes, or in the opinion of Quivers may become, the subject of a Claim, then Quivers may, at its option (i) procure for Client the right to use the Quivers Solution free of any third party liability; or (ii) replace or modify the Quivers Solution with non-infringing components with substantially similar functionality; or (iii) terminate this Agreement upon notice to Client and refund to Client any prepaid unused fees for affected Quivers Solution. The forgoing obligations described in this Section define Client’s sole and exclusive remedies for any claims that the Quivers Solution violates or infringes a third party intellectual property right. Not withstanding the foregoing, Quivers will have no obligation under this Section 17 or otherwise with respect to any infringement claim based upon (i) any use of the Quivers Solution not in accordance with this Agreement or for purposes not intended by Quivers, (ii) any use of the Quivers Solution in combination with other unauthorized products, equipment, software, or data not supplied by Quivers, (iii) any use of any release of the Quivers Solution other than the most current release made available to Client, or (iv) any modification of the Quivers Solution by any person other than Quivers or its authorized agents or subcontractors. THIS SECTION 17.2 STATES QUIVERS’ ENTIRE LIABILITY AND CLIENT’S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONS.

By Quivers. Xxxxxxx Quivers will defend, indemnify and hold Client harmless from and against any and all third-party claims and any resulting third party liabilities, losses, expenses and damages (collectively, the “Claims”) directly resulting from a claim that the Quivers Solution (specifically excluding any Product, Client Marks or Client Content) violates or infringes such third party’s registered U.S. intellectual property right. If the Quivers Solution becomes, or in the opinion of Quivers may become, the subject of a Claim, then Quivers may, at its option (i) procure for Client the right to use the Quivers Solution free of any third party liability; or (ii) replace or modify the Quivers Solution with non-infringing components with substantially similar functionality; or (iii) terminate this Agreement upon notice to Client and refund to Client any prepaid unused fees for affected Quivers Solution. The forgoing obligations described in this Section define Client’s sole and exclusive remedies for any claims that the Quivers Solution violates or infringes a third party intellectual property right. Not withstanding the foregoing, Quivers will have no obligation under this Section 17 or otherwise with respect to any infringement claim based upon (i) any use of the Quivers Solution not in accordance with this Agreement or for purposes not intended by Quivers, (ii) any use of the Quivers Solution in combination with other unauthorized products, equipment, software, or data not supplied by Quivers, (iii) any use of any release of the Quivers Solution other than the most current release made available to Client, or (iv) any modification of the Quivers Solution by any person other than Quivers or its authorized agents or subcontractors. THIS SECTION 17.2 STATES QUIVERS’ ENTIRE LIABILITY AND CLIENT’S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONS.

By Quivers. Xxxxxxx Quivers will defend, indemnify and hold Client harmless from and against any and all third-party claims and any resulting third party liabilities, losses, expenses and damages (collectively, the “Claims”) directly resulting from a claim that the Quivers Solution (specifically excluding any Product, Client Marks or Client Content) violates or infringes such third party’s registered U.S. intellectual property right. If the Quivers Solution becomes, or in the opinion of Quivers may become, the subject of a Claim, then Quivers may, at its option (i) procure for Client the right to use the Quivers Solution free of any third party liability; or (ii) replace or modify the Quivers Solution with non-infringing components with substantially similar functionality; or (iii) terminate this Agreement upon notice to Client and refund to Client any prepaid unused fees for affected Quivers Solution. The forgoing obligations described in this Section define Client’s 's sole and exclusive remedies for any claims that the Quivers Solution violates or infringes a third party intellectual property right. Not withstanding Notwithstanding the foregoing, Quivers will have no obligation under this Section 17 or otherwise with respect to any infringement claim based upon (i) any use of the Quivers Solution not in accordance with this Agreement or for purposes not intended by Quivers, (ii) any use of the Quivers Solution in combination with other unauthorized products, equipment, software, or data not supplied by Quivers, (iii) any use of any release of the Quivers Solution other than the most current release made available to Client, or (iv) any modification of the Quivers Solution by any person other than Quivers or its authorized agents or subcontractors. THIS SECTION 17.2 STATES QUIVERS’ ENTIRE LIABILITY AND CLIENT’S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONS.. ​