Common use of By Symantec Clause in Contracts

By Symantec. Symantec will defend You against any claims asserting that the Online Services infringe any intellectual property right of a third party, and will pay any and all damages finally awarded by a court and actually paid by You, or agreed to in a final settlement by Symantec and attributable to such claim. Symantec’s obligations under this provision are subject to Your doing the following: notifying Symantec of the claim in writing, as soon as You learn of it; providing Symantec with all reasonable assistance and information to enable Symantec to perform Symantec’s duties under this Section; allowing Symantec sole control of the defense and all related settlement negotiations; and not having compromised or settled such claim. Notwithstanding the foregoing, You may participate at Your expense in the defense of any such claim with Your own counsel, provided that Symantec retains sole control of the claim. You have the right to approve any settlement that affirmatively places on You an obligation that has a material adverse effect on You other than the obligations to cease using the affected Online Service or to pay sums indemnified under this Section. Such approval will not be unreasonably withheld. If the Online Services are found to infringe, or if Symantec determines in Symantec’s sole opinion that the Online Services are likely to be found to infringe, then Symantec will either (i) obtain for You the right to continue to use the Online Services; or (ii) modify the Online Service (including, if applicable, any Service Component(s)) so as to make it non-infringing, or replace it with a non-infringing equivalent substantially comparable in functionality, (and in the case of infringing Service Components, You will stop using any infringing version of such Service Components); or, if Symantec determines in its sole opinion that “(i)” and/or “(ii)” are not reasonable, Symantec may (iii) terminate Your rights and Symantec’s obligations under this Agreement with respect to such Online Services, and in such case shall refund to You the pre-paid fees for the relevant Online Services. Notwithstanding the above, Symantec will not be liable for any infringement claim to the extent that it is based upon: (1) modification of the Online Services other than by Symantec; (2) combination, use, or operation of the Online Services with products not specifically authorized by Symantec to be combined with the Online Services; (3) use of the Online Services other than in accordance with this Agreement; or (4) Your continued use of infringing Online Services after Symantec, for no additional charge, supplies or offers to supply modified or replacement non-infringing Online Services. THIS SECTION “INDEMNITY” STATES YOUR SOLE AND EXCLUSIVE REMEDY AND SYMANTEC’S SOLE AND EXCLUSIVE LIABILITY REGARDING INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY.

By Symantec. Symantec will defend You against any claims asserting that the Online Services infringe any intellectual property right of a third party, and will pay any and all damages finally awarded by a court and actually paid by You, or agreed to in a final settlement by Symantec Xxxxxxxx and attributable to such claim. Symantec’s obligations under this provision are subject to Your doing the following: notifying Symantec of the claim in writing, as soon as You learn of it; providing Symantec with all reasonable assistance and information to enable Symantec to perform Symantec’s duties under this Section; allowing Symantec sole control of the defense and all related settlement negotiations; and not having compromised or settled such claim. Notwithstanding the foregoing, You may participate at Your expense in the defense of any such claim with Your own counsel, provided that Symantec retains sole control of the claim. You have the right to approve any settlement that affirmatively places on You an obligation that has a material adverse effect on You other than the obligations to cease using the affected Online Service or to pay sums indemnified under this Section. Such approval will not be unreasonably withheld. If the Online Services are found to infringe, or if Symantec determines in Symantec’s sole opinion that the Online Services are likely to be found to infringe, then Symantec will either (i) obtain for You the right to continue to use the Online Services; or (ii) modify the Online Service (including, if applicable, any Service Component(s)) so as to make it non-infringing, or replace it with a non-infringing equivalent substantially comparable in functionality, (and in the case of infringing Service Components, You will stop using any infringing version of such Service Components); or, if Symantec determines in its sole opinion that “(i)” and/or “(ii)” are not reasonable, Symantec may (iii) terminate Your rights and Symantec’s obligations under this Agreement with respect to such Online Services, and in such case shall refund to You the pre-paid fees for the relevant Online Services. Notwithstanding the above, Symantec will not be liable for any infringement claim to the extent that it is based upon: (1) modification of the Online Services other than by Symantec; (2) combination, use, or operation of the Online Services with products not specifically authorized by Symantec to be combined with the Online Services; (3) use of the Online Services other than in accordance with this Agreement; or (4) Your continued use of infringing Online Services after Symantec, for no additional charge, supplies or offers to supply modified or replacement non-infringing Online Services. THIS SECTION “INDEMNITY” STATES YOUR SOLE AND EXCLUSIVE REMEDY AND SYMANTEC’S SOLE AND EXCLUSIVE LIABILITY REGARDING INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY.