Common use of Customized Content Clause in Contracts

Customized Content. Vendor grants Reseller a non-exclusive, royalty-free license and right during the term of this Agreement, to use, reproduce, electronically distribute, publicly display, and publicly perform the Customized Content delivered to Reseller by Vendor only in connection with the Managed Site. Vendor shall indemnify and hold harmless Reseller for any liabilities, losses, damages, costs and expenses (including attorneys' fees and costs) based on any third party claim that Customized Content infringes another's U.S. patent, copyright, trademark, service mark, xx trade secret or that said Customized Content is defamatory or violates another's right to publicity or privacy; provided that Reseller promptly notifies Vendor in writing of the claim and allows Vendor to control, and fully cooperates with Vendor in, the defense and all related settlement negotiations. Vendor shall have no liability for any settlement or compromise made without its consent. Upon notice of an alleged infringement, or if in the Vendor's opinion such a claim is likely, Vendor shall have the right, at its option, to obtain the right for Reseller to continue to exercise the rights granted under this Agreement, substitute other software with similar operating capabilities, or modify the Software so that it is no longer infringing. The foregoing indemnification shall not apply to claims of infringement to the extent they arise by reason of the combination of the software or documentation with any other product if such claim would have been avoided but for such combination.

Customized Content. Vendor grants Reseller a non-exclusive, royalty-free license and right during the term of this Agreement, to use, reproduce, electronically distribute, publicly display, and publicly perform the Customized Content delivered to Reseller by Vendor only in connection with the Managed Site. Vendor shall indemnify and hold harmless Reseller for any liabilities, losses, damages, costs and expenses (including attorneys' fees and costs) based on any third party claim that Customized Content infringes another's U.S. U. S. patent, copyright, trademark, service mark, xx trade secret or that said Customized Content is defamatory or violates another's right to publicity or privacy; provided that Reseller promptly notifies Vendor in writing of the claim and allows Vendor to control, and fully cooperates with Vendor in, the defense and all related settlement negotiations. Vendor shall have no liability for any settlement or compromise made without its consent. Upon notice of an alleged infringement, or if in the Vendor's opinion such a claim is likely, Vendor shall have the right, at its option, to obtain the right for Reseller to continue to exercise the rights granted under this Agreement, substitute other software with similar operating capabilities, or modify the Software so that it is no longer infringing. The foregoing indemnification shall not apply to claims of infringement to the extent they arise by reason of the combination of the software or documentation with any other product if such claim would have been avoided but for such combination.

Customized Content. Vendor grants Reseller a non-exclusive, royalty-free license and right during the term terms of this Agreement, to use, reproduce, electronically distribute, publicly display, and publicly perform the Customized Content delivered to Reseller by Vendor only in connection with the Managed Site. Vendor shall indemnify and hold harmless Reseller for any liabilities, losses, damages, costs and expenses (including attorneys' fees and costs) based on any third party claim that Customized Content infringes another's U.S. patent, copyright, trademark, service mark, xx trade secret or that said Customized Content is defamatory or violates another's right to publicity or privacy; provided that Reseller promptly notifies Vendor in writing of the claim and allows Vendor to control, and fully cooperates with Vendor in, the defense and all related settlement negotiations. Vendor shall have no liability for any settlement or compromise made without its consent. Upon notice of an alleged infringement, or if in the Vendor's opinion such a claim is likely, Vendor shall have the right, at its option, to obtain the right for Reseller to continue to exercise the rights granted under this Agreement, substitute other software with similar operating capabilities, or modify the Software so that it is no longer infringing. The foregoing indemnification shall not apply to claims of infringement to the extent they arise by reason of the combination of the software or documentation with any other product if such claim would have been avoided but for such combination.