Coupa’s Obligations. Subject to Section 8.3, Coupa shall: (a) defend Customer, its officers, directors, and employees against any third party suit, claim, or demand (each a “Claim”) that alleges the Hosted Applications used in accordance with this Agreement and the applicable Order Form infringe any issued patent, copyright, trademark or misappropriate any trade secret of, such third party; and (b) pay any court-ordered award of damages or settlement amount which may include any expense, liability, loss, damage, costs or reasonable attorneys' fees, each to the extent payable to a third party, to the extent arising from such Claims. Notwithstanding the foregoing, if Coupa reasonably believes that Customer’s use of any portion of the Hosted Applications is likely to be enjoined by reason of any Claims then Coupa may, at its expense and in its sole discretion: (i) procure for Customer the right to continue using the Hosted Applications; (ii) replace the same with other products having substantially equivalent functions that are not subject to any Claims of infringement; or (iii) modify the applicable Hosted Applications so that there is no longer any infringement, provided that such modification does not materially and adversely affect the functional capabilities of the Hosted Applications as set out herein or in the applicable Order Form. If (i), (ii), and (iii) above are not available on commercially reasonable terms in Coupa’s judgment, Coupa may terminate the affected Hosted Applications and refund to Customer the fees paid by Customer covering the remaining portion of the applicable Subscription Term for the affected Hosted Applications after the date of termination. The foregoing indemnification obligation of Coupa shall not apply: (1) if the Hosted Application is modified by any party other than Coupa (or someone acting at Coupa’s direction), but solely to the extent the alleged infringement is related to such modification; (2) if the Hosted Application is combined with other non-Coupa products, applications, or processes not authorized in writing by Coupa, but solely to the extent the alleged infringement is related to such combination; (3) to the extent the Claim arises in connection with any unauthorized use of the Hosted Application, or use that is not in compliance with any applicable laws, regulations, and/or Documentation;
Coupa’s Obligations. 2.1. Provision of the Hosted Applications. Coupa will make available to Customer, and Customer and its Affiliates are authorized to use, the Hosted Applications during the Subscription Term as set forth in an applicable Order Form for their internal business purposes in accordance with the Documentation.
Coupa’s Obligations. Coupa warrants, during the Subscription Term, that: (i) Customer’s production instances of the Hosted Applications shall materially conform to the Documentation; and (ii) the functionality of the Hosted Applications at the time of the Order Form shall not materially decrease during the Subscription Term.
Coupa’s Obligations. 2.1. The Parties agree that any Processing activities by Coupa shall meet the purposes of the MSA and be carried out in accordance with the applicable law, including, but not limited to the LGPD, provided that any Personal Data Processing will be carried out in accordance with the instructions from the Customer under the MSA and in accordance the terms of the LGPD.
Coupa’s Obligations. Coupa warrants, during the License Term, that: (i) Customer’s Licensed Software shall materially conform to the Documentation; and (ii) the functionality of the Licensed Software at the time of the Order Form shall not materially decrease during the License Term.
Coupa’s Obligations. Coupa warrants, during the Subscription Term, that: (i) Customer’s production instances of the Hosted Applications shall materially conform to the Documentation; and (ii) the functionality of the Hosted Applications at the time of the Order Form shall not materially decrease during the Subscription Term. 0.0.Xx Obrigações do Coupa. O Coupa garante, durante o Prazo de Assinatura, que: (i) as instâncias de produção do Cliente das Aplicações Hospedadas deverão estar materialmente em conformidade com a Documentação; e (ii) a funcionalidade das Aplicações Hospedadas no momento do Formulário de Pedido não deverá diminuir materialmente durante o Prazo de Assinatura.
Coupa’s Obligations. Subject to Section 8.3, Coupa shall: (a) defend Customer, its officers, directors, and employees against any third party suit, claim, or demand (each a “Claim”) that alleges the Hosted Applications used in accordance with this Agreement and the applicable Order Form infringe any issued patent, copyright, trademark or misappropriate any trade secret of, such third party; and (b) pay any court-ordered award of damages or settlement amount which may include any expense, liability, loss, damage, costs or reasonable attorneys' fees, each to the extent payable to a third party, to the extent arising from such Claims. Notwithstanding the foregoing, if Coupa reasonably believes that Customer’s use of any portion of the Hosted Applications is likely to be enjoined by reason of any Claims then Coupa may, at its expense and in its sole discretion: (i) procure for Customer the right to continue using the Hosted Applications; (ii) replace the same with other products having substantially equivalent functions that are not subject to any Claims of infringement; or (iii) modify the applicable Hosted Applications so that there is no longer any infringement, provided that such modification does not materially and adversely affect 0.0.Xx Obrigações do Coupa. Sujeito à Seção 8.3, o Coupa deverá: (a) defender o Cliente, seus administradores, diretores e funcionários contra qualquer ação, reivindicação ou demanda de terceiros (cada um deles uma "Reivindicação") que alegue que as Aplicações Hospedadas usadas de acordo com este Contrato e o Formulário de Pedido aplicável infrinjam qualquer patente emitida, direito autoral, marca registrada ou se apropriem indevidamente de qualquer segredo comercial de tal terceiro; e (b) pagar qualquer sentença judicial de indenização ou quantia de acordo que possa incluir qualquer despesa, responsabilidade, perda, dano, custos ou honorários advocatícios razoáveis, cada um na medida em que for pagável a um terceiro, na medida em que surja de tais Reivindicações. Não obstante o precedente, se o Coupa acreditar razoavelmente que o uso pelo Cliente de qualquer parte das Aplicações Hospedadas é susceptível de ser ordenado em razão de qualquer Reivindicação, então o Coupa poderá, às suas custas e ao seu critério exclusivo: (i) adquirir para o Cliente o direito de continuar usando as Aplicações Hospedadas; (ii) substituir os mesmos por outros produtos com funções substancialmente equivalentes que não estejam sujeitos a
