Claims Against Customer Sample Clauses

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 acknowledge that Bambuser may make available optional functionalities and features in the Bambuser Solution developed on 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 feature, Customer must enter into a separate agreement with such third party software provider. Thus, Xxxxxxxx’s indemnification obligation detailed in this Section 10.2 shall not cover any infringement of such third party software.

Claims Against Customer. Strata will defend at its own expense any claim or action against Customer, its officers, directors, employees, personnel, agents, and representatives (“Customer Indemnitees”) brought by a third party to the extent that the claim or action is based upon an allegation that the Strata Services infringes or is a misappropriation of any Intellectual Property Rights of such third party (each, a “Customer Claim”), and Strata will indemnify and hold Customer Indemnitees harmless from and against those damages, liabilities, assessments, losses, fines, penalties, costs (including costs relating to breach notification, investigation and mitigation), and expenses (“Losses”) arising from or related to such Customer Claim or those costs and damages agreed to in a monetary settlement of such Customer Claim. Notwithstanding the foregoing, Strata will have no obligation under this Section 8.1 or otherwise with respect to any claim or action arising under Section 8.2 below, or to the extent such claim or action is based upon (a) any use of the Strata Services not in accordance with this Agreement, (b) any use of the Strata Services in combination with an Application, or other products, equipment, Strata Services to the extent such claim arises from such combination, (c) any unauthorized use of any release of the Strata Services other than the most current release made available to Customer; provided that Strata made the release available to Customer and notified Customer that such release could avoid infringement, or (d) any unauthorized modification of the Strata Services by any person other than Strata or its authorized agents or subcontractors. If Customer’s use of Strata Services is enjoined due to a Customer Claim, Strata may, at its option and expense, either (i) procure for Customer the right to continue using the Strata Services, or (ii) replace or modify the Strata Services so that it becomes non-infringing and remains functionally equivalent. In the event that Strata is unable to procure the right to continue using or replace or modify the Strata Services pursuant to clauses (i) and

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 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

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. (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, 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. Xxxx shall defend Customer against any claim, suit or action brought by a third party to the extent that such claim, suit or action is based upon any allegation that the Software infringes any intellectual property rights of such third party (“Customer Claim”), and Xxxx shall indemnify and hold Customer harmless from and against those losses, liabilities, costs and expenses (including reasonable attorneys’ fees and costs) attributable to 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 Xxxx in writing of such Customer Claim; (b) giving Xxxx sole control of the defense thereof and any related settlement negotiations; and (c) cooperating and, at Xxxx’s request and expense, assisting in such defense. Notwithstanding the foregoing, Xxxx will have no obligation under this Section 12.1 or otherwise with respect to any Customer Claim to the extent based upon any use of the Emma Software by Customer in violation of this Agreement. This Section 12.1 states Xxxx’s entire liability and Customer’s sole and exclusive remedy for infringement claims or actions.