Claims Against Customer Clause Samples

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. Experlogix will defend, indemnify, and hold harmless Customer, its Affiliates, and their respective directors, officers, employees, representatives, and agents (collectively, the “Customer Indemnified Parties”) from and against any and all claims, losses, damages, suits, fees, judgments, compromises, or settlements, costs, and expenses (“Losses”) to the extent based upon or arising from a third-party claim (collectively, “Third-Party Claims”) alleging (a) Experlogix’ gross negligence or willful misconduct; and (b) a claim that the Software or Customer’s use thereof infringes or violates any U.S. patent, copyright, or trademark right of a third party or misappropriates any trade secret of any third party (each, a “Customer Claim”). Experlogix will pay all Losses incurred by and damages against the Customer Indemnified Parties in connection with such Customer Claim but will not be responsible for any compromise or settlement made without its express prior written consent. Such indemnity pursuant to 11.1(b), however, is specifically exclusive of any such claims to the extent they arise or result, directly or indirectly, from Customer’s (i) unauthorized alteration of the Services; (ii) use of the Services in combination with apparatus, hardware, software, or services not provided or authorized by Experlogix; (iii) any use of the Services by Customer that violates any law or regulation of any governmental authority or self-regulatory agency or authority applicable to Customer; or (iv) the nature, origin, or content of Customer Data that violates Applicable Law or the terms of this Agreement. In order to resolve any such Third-Party Claim relating to subsection 11.1(b) above, Experlogix may, but is not obligated to, (A) modify or replace the Services to make them non-infringing; (B) procure any rights from a third party necessary to provide the Services; or (C) replace the Services with work product that is materially equal in capabilities, capacity, performance, and ease of use but is non-infringing. If none of the foregoing remedies is available to Experlogix on commercially reasonable terms, Experlogix may terminate this Agreement and Experlogix will refund to Customer a prorated portion of any prepaid Fees allocable to the period after such termination. THIS SECTION 11.1 STATES CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, AND EXPERLOGIX’ SOLE AND EXCLUSIVE LIABILITY, REGARDING INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY.

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. Automox shall defend, at its own expense, any claim, suit, or action against Customer brought by a third party to the extent that such claim, suit, or action is based upon an allegation that the Service infringes any U.S. intellectual property rights of such third party (“Customer Claim”), and Automox shall indemnify and hold Customer harmless from and against all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) awarded in such Customer Claim or those costs and damages agreed to in a monetary settlement of such Customer Claim. The foregoing obligations are conditioned on Customer: (a) promptly notifying Automox in writing of such Customer Claim; (b) giving Automox sole control of the defense thereof and any related settlement negotiations, (provided that Automox will not enter into any settlement of any claim, suit, or action that does not contain a full release of Customer’s liability without Customer’s prior written approval, which approval will not be unreasonably withheld, conditioned, or delayed); and (c) cooperating and, at Automox’s request and expense, assisting in such defense. Notwithstanding the foregoing, Automox shall have no obligation under this Section 9.1 or otherwise with respect to any infringement claim based upon: (i) any use of the Service not in accordance with this Agreement; (ii) any use of the Service in combination with products, equipment, software, or data not supplied by Automox if such infringement would have been avoided without the combination with such other products, equipment, software, or data; (iii) any modification of the Service by any person other than Automox or its authorized agents or subcontractors; or (iv) any Third-Party Patches. If use of the Service is, or in Automox’s opinion is likely to become, enjoined, or if use of the Service infringes or could be found to infringe the intellectual property rights of any third party, then Automox may at its discretion either: (1) modify the Service so that it is non- infringing; (2) replace the portion of the Service that infringes or allegedly infringes with non-infringing components that is functionally equivalent; (3) obtain a license that shall enable Customer to continue use of the Service as provided hereunder; or, if none of the foregoing are commercially reasonable for Automox, (4) terminate this Agreement and refund any prepaid but unused Service Fees. THIS SECTION 9.1 STATES AUTOMOX’S ENTIRE LIABILITY AND CUSTOMER’S SOL...

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, ▇▇▇▇▇▇▇▇’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. 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.

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 i. FloQast shall defend, indemnify, and hold harmless Customer against any loss, liability, damages, fines, penalties or costs (including ƌĞĂƐŽŶĂďůĞ Ă(͞ƚ>ƚŽŽƐƌ) ƐinŶĞcĞonƐLJn͟e͛ctiƐon wĨithĞclĞaimƐs,Ϳde mands, suits or proceedings made or brought against Customer by a third party arising from (A) a claim that ƵƐƚŽŵĞƌ͛Ɛ ƵƐĞ ŽĨ ƚŚĞ ^ĞƌǀŝĐĞƐ ŝŶ ĂĐĐŽƌ ƉĂƌƚLJ͛Ɛ ŝŶƚĞůůĞĐIP ƚClaƵimĂ͟ůͿ ͕ƉͿ ƌ ;Ž&ƉůĞŽƌYƚĂLJƐ ƚƌ͛ŝƐŐ ŚŐƚƌƐŽ Ɛ;Ɛ͞ ŶĞŐů(Cŝ) FŐloĞQaŶstĐ͛ĞƐ Žǀƌŝ ŽǁůŝĂůƚůŝ ĂƉƉůŝĐĂďůĞ ůĂǁ ;ƐƵďƐĞĐƚCŝlaŽimŶs͟Ɛ;Ϳp ro;vid edͿ, h͕o we;ve r, Ϳtha t CĂusŶtoĚm er ;(a) prͿom͕p tlyĐprŽovůideůs ĞwrĐittƚenŝǀĞů notice to FloQast following its receipt of a Claim, (b) gives FloQast sole control of the defense and settlement of the Claim, and (c) ƉƌŽǀŝĚĞƐ ƚŽ &ůŽYĂƐƚ͕ Ăƚ &ůŽYĂƐƚ͛Ɛ ĐŽƐƚ͕ Ăůů ƌĞĂƐŽŶĂďůĞ ĂƐ ii. FloQast shall have no obligations for any IP Claim that is based on (a) a modification of the Services by Customer, its employees, agents or contractors not authorized by FloQast; (b) use of the Services in a manner inconsistent with the Documentation or this Agreement; or (c) a combination of the Services with a third party product other than those stated in the Documentation as being compatible with the Services. iii. Ĩ ƵƐƚŽŵĞƌ͛Ɛ ƵƐĞ ŽĨ ƚŚĞ ^ĞƌǀŝĐĞƐ ŝƐ ĞŶũŽŝŶĞĚ Žƌ oŝbtĨain th&eůŽYĂ right for Customer to continue to use the enjoined component(s), (b) replace the enjoined component(s) with non-infringing component(s), or (c) if neither of the preceding options are commercially reasonable for FloQast to provide, then FloQast may terminate the Services and refund to Customer any prepaid, unused Fees as of the date of the termination. This Section 6.a. states &ůŽYĂƐƚ͛Ɛ ĞŶƚŝƌĞ ŽďůŝŐĂƚŝŽŶ ĂŶĚ ƵƐƚŽŵĞƌ͛Ɛ ƐŽůĞ ƌĞŵĞĚLJ ŝŶ