Common use of By Us Clause in Contracts

By Us. We shall, at our expense, defend or, at our option, settle any claim brought against you that the Service Offerings infringe any third party’s United States patent, copyright, trademark, or trade secret, and pay any final judgments awarded by a court of competent jurisdiction or settlements entered into by us on your behalf. As a condition of our obligation, you must notify us promptly of any claim in writing, give us sole control and authority over the defense or settlement of such claim, and reasonably cooperate with us, at our expense, and provide us with available information in the investigation and defense of such claim. If any Service Offering becomes, or in our opinion is likely to become, the subject of a claim of infringement, we may, at our option, (i) procure, at no cost to you, the right to use such Service Offering, (ii) modify the Service Offering or provide a substitute to avoid the infringement, or (iii) terminate this Agreement with respect to such Service Offering and refund you a pro-rata portion of any prepaid fees directly attributable to such Service Offering. We shall have no obligation or liability under this Section 9.1 for any claim of infringement to the extent such infringement is caused by: (a) a modification to the Service Offerings not provided or performed by us,