Claims Brought Against Customer. (a) Better Impact will defend Customer against claims brought against it by any third party alleging that Xxxxxxxx’s use of the SaaS infringes or misappropriates a New Zealand patent, copyright, or trade secret right. Better Impact will indemnify Customer against all damages finally awarded against it (or the amount of any settlement Better Impact enters into) with respect to these claims.
(b) Better Impact’s obligations under this Section 8.1, to the extent permissible at law, will not apply if the claim results from (i) Customer’s breach of Section 2, (ii) use of the SaaS in conjunction with any product or service not provided by Better Impact, or (iii) use of the SaaS provided for no fee.
(c) In the event a claim is made or likely to be made, Better Impact may (i) procure for Customer the right to continue using the SaaS under the terms of this Agreement, or (ii) replace or modify the SaaS to be non- infringing without a material decrease in functionality. If these options are not reasonably available, Better Impact or Customer may terminate Customer’s subscription to the affected Cloud-Based Service upon written notice to the other and Better Impact will refund Customer’s unused portion of its pre-paid annual subscription fee, on a pro-rated basis.
Claims Brought Against Customer. (a) Qualtrics will defend Customer against claims brought against Customer and its Affiliates by any third party alleging that Customer’s and its Affiliates’ use of the Cloud Service infringes or misappropriates a patent claim, copyright, or trade secret right. Qualtrics will indemnify Customer against all damages finally awarded against Customer (or the amount of any settlement Qualtrics enters into) with respect to these claims.
(b) Qualtrics’ obligations under Section 8.1 will not apply if the claim results from (i) Customer’s breach of Section 2, (ii) use of the Cloud Service in conjunction with any product or service not provided by Qualtrics, or (iii) use of the Cloud Service provided for no fee.
(c) In the event a claim is made or likely to be made, Qualtrics may (i) procure for Customer the right to continue using the Cloud Service under the terms of the Agreement, or (ii) replace or modify the Cloud Service to be non-infringing without a material decrease in functionality. If these options are not reasonably available, Qualtrics or Customer may terminate Customer’s subscription to the affected Cloud Service upon written notice to theother.
Claims Brought Against Customer. 12.1.1. NETiKA BS will defend Customer against claims brought against Customer by any third party alleging that Customer’s use of the Products infringes or misappropriates a patent claim, copyright, or trade secret right. NETiKA BS will indemnify Customer against all damages finally awarded against Customer (or the amount of any settlement NETiKA BS enters into) with respect to these claims.
Claims Brought Against Customer. Subject to Section 8 (Limitation of Liability), SAP shall defend (at its sole expense) Customer against claims brought against Customer by any third party alleging that Customer’s use of the Deliverables, in accordance with the terms and conditions of the Agreement, constitutes an infringement or misappropriation of a patent claim(s), copyright, or trade secret rights. SAP will indemnify Customer from all damages finally awarded against Customer by a court of competent jurisdiction (or the amount of any settlement SAP enters into) with respect to such claims. This obligation of SAP shall not apply if the alleged infringement or misappropriation results from
(a) use of the Deliverables in conjunction with any other software, services, or any product, data or apparatus that SAP did not provide, or
(b) anything Customer provides including configurations, instructions or specifications, or
(c) a modification of the Deliverable by Customer or by a third party on behalf of Customer, or (d) any use not permitted by the Agreement.
Claims Brought Against Customer. (a) SMARTX will defend Customer against claims brought against Customer and its Affiliates by any third party alleging that Customer’s and its Affiliates’ use of the Cloud Service infringes or miSMARTXpropriates a patent claim, copyright, or trade secret right. SMARTX will indemnify Customer against all damages finally awarded against Customer (or the amount of any settlement SMARTX enters into) with respect to these claims.
(b) SMARTX’s obligations under Section 8.1 will not apply if the claim results from (i) Customer’s breach of Section 2, (ii) use of the Cloud Service in conjunction with any product or service not provided by SMARTX, or (iii) use of the Cloud Service provided for no fee.
(c) In the event a claim is made or likely to be made, SMARTX may (i) procure for Customer the right to continue using the Cloud Service under the terms of the Agreement, or (ii) replace or modify the Cloud Service to be non-infringing without a material decrease in functionality. If these options are not reasonably available, SMARTX or Customer may terminate Customer’s subscription to the affected Cloud Service upon written notice to the other.
Claims Brought Against Customer. 11.1.1. Neofleet will defend Customer against claims brought against Customer by any third party alleging that Customer’s use of the Products infringes or misappropriates a patent claim, copyright, or trade secret right. Neofleet will indemnify Customer against all damages finally awarded against Customer (or the amount of any settlement Neofleet enters into) with respect to these claims.
Claims Brought Against Customer. (a) FARO will defend Customer against claims brought against Customer and its Affiliates by any third party alleging that Customer’s and its Affiliates’ use of the Cloud Service infringes or misappropriates a patent claim, copyright, or trade secret right. FARO will indemnify Customer against all damages finally awarded against Customer (or the amount of any settlement FARO enters into) with respect to these claims.
(b) FARO’s obligations under Section 8.1 will not apply if the claim results from (i) Customer’s breach of Section 2, (ii) use of the Cloud Service in conjunction with any product or service not provided by FARO, or (iii) use of the Cloud Service provided for no fee.
(c) In the event a claim is made or likely to be made, FARO may (i) procure for Customer the right to continue using the Cloud Service under the terms of the Agreement, or (ii) replace or modify the Cloud Service to be non-infringing without a material decrease in functionality. If these options are not reasonably available, FARO or Customer may terminate Customer’s subscription to the affected Cloud Service upon written notice to the other.
Claims Brought Against Customer. (a) BRISKEN will defend Customer and its Affiliates against claims brought against Customer or its Affiliates by any third party (i) alleging that the Documentation, Cloud Materials or Cloud Service or Customer’s or its Affiliates’ use of the foregoing infringes, misappropriates or otherwise violates a patent, copyright, trade secret right or other intellectual property right,
Claims Brought Against Customer. (a) Qualtrics will defend and indemnify (as set forth in the next sentence) Customer against claims brought against Customer and its Affiliates by any third party alleging that Customer’s or its Affiliates’ use of the Cloud Service infringes or misappropriates a patent claim, copyright, or trade secret right. Qualtrics will indemnify Customer against all damages finally awarded against Customer (or the amount of any settlement Qualtrics enters into) with respect to these claims.
(b) Qualtrics’ obligations under Section 8.1 will not apply if the claim results from (i) use of the Cloud Service not permitted under the Agreement, (ii) use of the Cloud Service in conjunction with any product or service not provided by Qualtrics, or (iii) use of the Cloud Service provided for no fee.
(c) If a third party makes a claim or in Qualtrics’ reasonable opinion is likely to make such a claim, Qualtrics may at its sole option and expense (i) procure for Customer the right to continue using the Cloud Service under the terms of the Agreement, or (ii) replace or modify the Cloud Service to be non-infringing without a material decrease in functionality. If these options are not reasonably available, Qualtrics or Customer may terminate Customer’s subscription to the affected Cloud Service upon written notice to the other and Customer may receive a refund as set forth in Section 6.3.
Claims Brought Against Customer. Subject to the terms of the Agreement, including the exclusions and claim procedures set forth below, Contractor shall defend the District, its Board, and officers, from and against claims against District by any third-party alleging that (i) Customer’s use of the Cloud Service infringes or misappropriates a patent claim, copyright, or trade secret right, (ii) bodily injury, death, or damage to real or tangible personal property was caused by the gross negligence or willful misconduct of SAP, or (iii) SAP’s breach of its data security obligations resulted in the unauthorized disclosure of Customer Data to an unrelated third party. SAP will indemnify Customer against all damages finally awarded against Customer (or the amount of any settlement SAP enters into) with respect to these claims.
