Claims Against Customer. Anthropic will defend Customer and its personnel, successors, and assigns from and against any Customer Claim (as defined below) and indemnify them for any judgment that a court of competent jurisdiction grants a third party on such Customer Claim or that an arbitrator awards a third party under any Anthropic-approved settlement of such Customer Claim. "Customer Claim" means a third-party claim, suit, or proceeding alleging that Customer’s use of the Services (which includes data Anthropic has used to train a model that is part of the Services) in accordance with these Terms or Outputs generated through such authorized use violates third-party patent, trade secret, trademark, or copyright rights.
Claims Against Customer. (a) LogRhythm shall defend Customer, at LogRhythm’s expense, against any claim, demand, suit, or proceeding brought against Customer by a third party alleging that the Software infringes or is a misappropriation of such third party’s Intellectual Property Rights (each, a “Customer Claim”), and LogRhythm will indemnify Customer f rom any damages, attorney’s f ees and costs f inally awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved by LogRhythm in writing of, a Customer Claim provided that Customer: (a) notifies LogRhythm promptly in writing of the Customer Claim, (b) does not make any admission of liability, agreement or compromise in relation to any Customer Claim without the prior written consent of LogRhythm (such consent not to be unreasonably conditioned, delayed or withheld) (c) gives LogRhythm sole control of the def ense thereof and any related settlement negotiations, (d) reasonably cooperates and, at LogRhythm’s request and expense, assisting in such defense; and (e) wherever and whenever possible takes all reasonable steps to mitigate its losses that are the subject of the Customer Claim.
(b) Injunction. If Customer’s use of the Software becomes, or in LogRhythm’s opinion is likely to become, the subject of an inf ringement claim, LogRhythm may, at LogRhythm’s discretion and at no cost to Customer: (a) procure for Customer the right to continue using the Software; (b) replace or modify the Software so that it becomes non-infringing and remains f unctionally equivalent; or (c) if in LogRhythm’s reasonable opinion, neither option (a) or (b) is commercially reasonable, this Agreement shall terminate on the date specified in LogRhythm’s written notice of termination and Customer shall be entitled to a ref und pursuant to Section 14.4.
Claims Against Customer. Bambuser shall indemnify, defend, and hold harmless the Customer and its Affiliates, officers, directors, employees and agents from and against any loss, costs, expenses, or damages, directly or indirectly caused by, or incurred by reason of a third-party claim, allegation, or lawsuit arising out of, or related to, the software provided by Bambuser in the Bambuser Solution, infringing such third party’s Intellectual Property Rights (“Claim”). Customer further acknowledges Bambuser may make available optional functionalities and features in the Bambuser Solution developed by third-party software. Such third-party software shall be identified and presented by Bambuser to Customer. If Customer wishes to use such optional functionality or features, Customer must enter into a separate agreement with the third-party software provider. Thus, Xxxxxxxx’s indemnification obligation detailed in this Section 10.2 shall not cover any infringement by (i) such third-party software or (ii) any other third party software integrated by Customer into the Bambuser Solution.
Claims Against Customer. Itron will defend Customer against any Claim, and will pay for the resulting costs and damages finally awarded against Customer to the third-party claimant by a court of competent jurisdiction or agreed to in settlement by Itron, arising from or related to: (i) personal bodily injury, death, or damage to tangible personal property or real property, to the extent caused by the negligence of Itron, or (ii) infringement, misappropriation or violation of any third-party Intellectual Property within the Territory by any products or services developed by Itron and provided to Customer under this Agreement. If Itron receives notice of an alleged infringement by any products or services, or if Itron reasonably believes that an infringement Claim is likely, Itron may stop delivery of the affected products or services without liability for failure to deliver them. Itron will have the right, at its sole option, to obtain the right for Customer to continue use of the affected products or services, or to replace or modify the affected products or services so that they are no longer alleged or believed to infringe, if it can be done without significant loss of functionality. If neither of the foregoing options are available to Itron on commercially reasonable terms, Itron may terminate Customer’s use of the affected products or services without further liability under this section, in which case Itron will refund to Customer the depreciated value of the affected product and any prepaid unused portion of the affected service. Itron will have no obligation under Section 7.1(ii) for any Claim arising from or related to: (a) the combination, operation or use of any product or service provided by Itron with any product or service not provided by Itron, (b) any modification to products or services made either without Itron’s prior written consent or by a person other than Itron or an authorized representative of Itron, (c) failure to use updated or modified products or services as provided by Itron, (d) any use of any release of Itron software or any firmware other than the most current release made available to Customer, (e) any use of products or services not in accordance with this Agreement and applicable Documentation, (f) Itron’s compliance with any designs, specifications, or instructions provided by Customer, or (g) any use of any wireless data services provided by Customer or a third-party.
Claims Against Customer. (a) LogRhythm shall, at its own expense, defend Customer from and against any claim, demand, suit, allegation or other proceeding brought by a third party alleging that Customer’s use of the Software, within the scope of the rights of use granted to Customer under this Agreement, infringes the Intellectual Property Rights of that third party (an “Customer Indemnified Claim”) and shall indemnify Customer f rom and against liability, damages, and costs awarded in f inal judgment or entered in f inal settlement (including reasonable attorneys’ fees) to the extent based upon such a Customer Indemnified Claim.
(b) Injunction. If Customer use of the Software becomes, or in LogRhythm’s opinion is likely to become, the subject of an inf ringement claim, LogRhythm may, at LogRhythm’s discretion and at no cost to Customer: (a) procure for Customer the right to continue using the Software, (b) replace or modify the Software so that it becomes non-infringing and remains f unctionally equivalent; or (c) if in LogRhythm’s reasonable opinion, neither option (a) or (b) is commercially reasonable, this Agreement shall terminate on the date specified in LogRhythm’s written notice of termination and Customer shall be entitled to a ref und pursuant to Section 14.3.
Claims Against Customer. Portnox will defend, at its own expense, and hold Customer harmless against any claim, suit or action brought against Customer by a third party to the extent that such claim, suit or action arises from an allegation that the Services, when used as expressly permitted by this Agreement, infringes the intellectual property rights of such third party ("Customer Claim"), and Portnox will indemnify Customer from liability incurred by Customer to the extent arising from such Customer Claim. If Portnox receives prompt notice of a Customer Claim that, in Portnox's reasonable opinion, is likely to result in an adverse ruling, then Portnox may (i) obtain a right for Customer to continue using the Services at issue; (ii) modify such Services to make it non-infringing; (iii) replace such Services with a non-infringing version; or (iv) provide a reasonable depreciated or pro rata refund of amounts pre-paid for the allegedly infringing Services.
Claims Against Customer. (a) Customer shall at its own expense conduct all negotiations and any litigation arising in connection with any Third-Party IP Claim made against Customer in connection with this Agreement. Customer shall provide regular notices to Fera of all material issues that arise during the conduct of such litigation and notification.
(b) Fera shall at the request of Customer afford to Customer all reasonable assistance for the purpose of contesting any Third-Party IP Claim.
(c) Fera shall not make any admission which may be prejudicial to the defence of settlement of any Third-Party IP Claim.
Claims Against Customer. (a) LogRhythm shall defend Customer, at LogRhythm’s expense, against any claim, demand, suit, or proceeding brought against Customer by a third party alleging that the Software infringes or is a misappropriation of such third party’s Intellectual Property Rights (each, a Customer claim), and LogRhythm will indemnify Customer from any damages, attorney’s fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved by LogRhythm in writing.
(b) Injunction. If Customer’s use of the Software becomes, or in LogRhythm’s opinion is likely to become, the subject of an infringement claim, LogRhythm may, at LogRhythm’s discretion and at no cost to Customer: (a) procure for Customer the right to continue using the Software; (b) replace or modify the Software so that it becomes non-infringing and remains functionally equivalent; or (c) if in LogRhythm’s reasonable opinion, neither option (a) or (b) is commercially reasonable, this Agreement shall terminate on the date specified in LogRhythm’s written notice of termination and Customer shall be entitled to a refund pursuant to Section 13.4.
Claims Against Customer. (a) LogRhythm shall defend Customer, at LogRhythm’s expense, against any claim, demand, suit, or proceeding brought against Customer by a third party alleging that the Software infringes or is a misappropriation of such third party’s Intellectual Property Rights (each, a “Customer Claim”), and LogRhythm will indemnify Customer from any damages, attorney’s fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved by LogRhythm in writing of, a Customer Claim provided that Customer:
(a) notifies LogRhythm promptly in writing of the Customer Claim, (b) does not make any admission of liability, agreement or compromise in relation to any Customer Claim without the prior written consent of LogRhythm (such consent not to be unreasonably conditioned, delayed or withheld) (c) gives LogRhythm sole control of the defense thereof and any related settlement negotiations, (d) reasonably cooperates and, at LogRhythm’s request and expense, assisting in such defense; and (e) wherever and whenever possible takes all reasonable steps to mitigate its losses that are the subject of the Customer Claim.
Claims Against Customer. Anthropic will indemnify and defend Customer and its personnel, successors, and assigns from and against any Customer Claim (as defined below) and either settle such Customer Claim at its expense or pay any judgment a court of competent jurisdiction grants a third party on such Customer Claim.
