Common use of Claims Brought Against Customer Clause in Contracts

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) 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 an Australian 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) Better Impact will defend Customer against claims brought against it by any third party alleging that XxxxxxxxCustomer’s use of the SaaS infringes or misappropriates a New Zealand patentCanadian patent claim, 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, 8.1 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) 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 the Intellectual Property Right of a New Zealand patent, copyright, or trade secret rightthird party (a “Claim”). Better Impact will indemnify Customer on demand against all damages finally awarded against it (or the amount of any settlement Better Impact enters into) as a result of or in connection with respect to these claimsany such Claim. (b) Better Impact’s obligations under this Section 8.1, to the extent permissible at law, 9.1 will not apply if the claim 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 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.