By RStudio. RStudio agrees to defend (at RStudio's expense) you and your Affiliates and your respective officers, directors, and employees from and against any and all claims, demands, suits, and proceedings asserted by a third party ("Third Party Claims") against any or all of them which Third Party Claims allege that the Software or your use thereof infringes the intellectual property rights of a third party and RStudio shall indemnify and hold you and your indemnitees harmless from all damages finally awarded by a court of competent jurisdiction or in a binding arbitration or agreed to by RStudio in settlement with respect to such Third Party Claims. Notwithstanding the foregoing, RStudio shall have no obligation with respect to Third Party Claims or demands arising from (i) an allegation that does not state with specificity that the Software is the basis of the Third Party Claims; (ii) the use or combination of the Software or any part thereof with software, hardware, or other materials not developed by RStudio if the Software or use thereof would not infringe without such combination; (iii) modification of the Software by a party other than RStudio or its authorized contractors, if the use of unmodified Software would not constitute infringement; (iv) Third Party Materials or your Customer Applications; (v) your use of the Software in violation of this Agreement or the Documentation if the infringement would not have arisen but for such violation; (vi) your failure to install an Update that would have avoided the infringement provided that RStudio made the Update available to you for free and with notice that it was provided to avoid an infringement; (vii) an allegation of infringement or misappropriation deriving from Open Source Languages or other open source software; or (viii) an allegation made against you prior to the execution of this Agreement. Further, if RStudio has a reasonable belief that the Software is infringing, RStudio will, at RStudio's sole cost and expense, either (a) obtain for you a license to continue using the Software, or (b) modify the Software so that it is no longer infringing without any material loss of functionality; provided that if neither option is commercially feasible within a reasonable period of time, either party may elect to terminate this Agreement upon written notice to the other party and RStudio will refund all prepaid fees for the unused remainder of the Subscription Term following the termination date with respect to ...
By RStudio. RStudio agrees to defend (at RStudio’s expense) you and your Affiliates and your respective officers, directors, and employees from and against any and all claims, demands, suits, and proceedings asserted by a third party (“Third Party Claims”) against any or all of them which Third Party Claims allege that the Software or your use thereof infringes the intellectual property rights of a third party and RStudio shall indemnify and hold you and your indemnitees harmless from all damages finally awarded by a court of competent jurisdiction or in a binding arbitration or agreed to by RStudio in settlement with respect to such Third Party Claims. Notwithstanding the foregoing, RStudio shall have no obligation with respect to Third Party Claims or demands arising from (i) an allegation that does not state with specificity that the Software is the basis of the Third Party Claims;
