From Vendor. Vendor represents and warrants that it is the owner of the System and of each and every component thereof, or the recipient of a valid license thereto, and that it has and will maintain the full power and authority to grant the rights to use the System set forth in this Agreement without the further consent of any third party. Vendor’s representations and warranties in the preceding sentence do not apply to use of the System in combination with hardware or software not provided by Vendor. In the event of a breach of the warranty in this Section 8.1, Vendor, at its own expense, shall promptly take the following actions: (a) secure for Customer the right to continue using the System; (b) replace or modify the System to make it noninfringing; or (c) terminate the infringing features of the Service and refund to Customer any prepaid fees for such features, in proportion to the portion of the Term left after such termination. In conjunction with Customer’s right to terminate for breach where applicable, the preceding sentence states Vendor’s sole obligation and liability, and Customer’s sole remedy, for breach of the warranty in this Section 8.1 and for potential or actual intellectual property infringement by the System.
From Vendor. Vendor represents and warrants that it is the owner of the System and of each and every component thereof, or the recipient of a valid license thereto, and that it has and will maintain the full power and authority to grant the rights granted in this Agreement without the further consent of any third party. In the event of a breach of the warranty in this Section, Vendor, at its own expense, will promptly take the following actions: (a) secure for the Port the right to continue using the System; (b) replace or modify the System to make it no infringing; or
From Vendor. Re IP Rights in the System. Subject to the next sentence, Vendor represents and warrants that it is the owner of the System and of each and every component thereof, or the recipient of a valid license thereto, and that it has and will maintain the full power and authority to grant the rights granted in this Agreement without the further consent of any third party. Vendor’s representations and warranties in the preceding sentence do not apply to the extent that the infringement arises out of any of the conditions listed in Subsections 13.1
(a) through 13.1(f) below. In the event of a breach of the warranty in this Section 12.1, Vendor, at its own expense, will promptly take the following actions: (i) secure for Customer the right to continue using the System; (ii) replace or modify the System to make it non-infringing; or (iii) terminate the infringing features of the Service and refund to Customer any prepaid fees for such features, in proportion to the portion of the Term left after such termination. In conjunction with Customer’s right to terminate for breach where applicable, the preceding sentence states Vendor’s sole obligation and liability, and Customer’s sole remedy, for breach of the warranty in this Section 12.1 and for potential or actual intellectual property infringement by the System.
From Vendor. Vendor represents and warrants that it is the owner of the System and of each and every component thereof, or the recipient of a valid license thereto, and that it has and will maintain the full power and authority to grant the rights granted in this Agreement without the further consent of any third party. In the event of a breach of the warranty in this Section, Vendor, at its own expense, will promptly take the following actions: (a) secure for the Port the right to continue using the System; (b) replace or modify the System to make it noninfringing; or (c) terminate the infringing features of the Service and refund to the Port any prepaid fees for such features, in proportion to the portion of the Term left after such termination. In conjunction with Port’s right to terminate for breach where applicable, the preceding sentence states Vendor’s sole obligation and liability, and Port’s sole remedy, for breach of the warranty in this Section and for potential or actual intellectual property infringement by the System.
From Vendor. Vendor represents and warrants that: (a) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement; (b) the performance of its obligations and/or exercise of its rights hereunder will not violate or conflict with (1) any agreements, contracts or other arrangements to which it is a Party, or (2) any applicable law and/or regulation, (c) the execution of this Agreement and the performance by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action and any other consents required to be obtained by it have been obtained, (d) it will provide the Services in a professional manner consistent with the levels of performance that would be reasonably expected of similar companies, (e) it will comply with all applicable laws and regulations, including, without limitation, the US Foreign Corrupt Practices Act, and all other laws and regulations prohibiting corruption and bribery, and (f) it will not, directly or indirectly make or give, offer or promise to make or give, or authorize the making or giving of any payment, gift, or other thing of value or advantage to any person or entity for the purpose of wrongfully influencing decisions or for any other purpose that is otherwise unlawful.
From Vendor. Vendor represents and warrants: (a) that all Professional Services will be performed in a professional and workmanlike manner. In the event of a breach of either warranty in this Section 4.1, Vendor, at its own expense, shall promptly re-perform the Professional Services or repair and redeliver the Deliverable in question. The preceding sentence, in conjunction with Customer’s right to terminate this Agreement for breach where applicable, states Customer’s sole remedy and Vendor’s entire liability for breach of the warranty in this Section 4.1.
From Vendor. Vendor represents, warrants and covenants that it is the owner of the System and of each and every component thereof, or the recipient of a valid license thereto, and that it has and will maintain the full power and authority to grant the rights granted in this Agreement without the further consent of any third party. Vendor’s representations, warranties and covenants in the preceding sentence do not apply to use of the System in combination with hardware or software not provided by Vendor. In the event of a breach of the representation, warranty or covenant in this Section 8.1, Vendor, at its own expense, will promptly take the following actions: (a) secure for Customer the right to continue using the System; (b) replace or modify the System to make it non-infringing; or (c) terminate the infringing features of the System and refund to Customer any prepaid fees for such features, in proportion to the portion of the Term left after such termination. In conjunction with Customer’s right to terminate for breach where applicable, the preceding sentence states Vendor’s sole obligation and liability, and Customer’s sole remedy, for breach of the representations, warranties and covenants in this Section 8.1 and for potential or actual intellectual property infringement by the System.
From Vendor. Vendor represents, warrants and covenants that it is the owner of the System and of each and every component thereof, or the recipient of a valid license thereto, and that it has and will maintain the full power and authority to grant the rights granted in this Agreement without the further consent of any third party. Vendor’s representations, warranties and covenants in the preceding sentence do not apply to use of the System in combination with hardware or software not provided by Vendor. In the event of a breach of the representation, warranty or covenant in this Section 8.1, Vendor, at its own expense, will promptly take one of the following actions, chosen by Vendor in its sole discretion:
(a) secure for Customer the right to continue using the System;
(b) replace or modify the System to make it non-infringing; or
(c) if (a) and (b) are not commercially reasonable in Vendor’s sole discretion, terminate the infringing features of the System and refund to Customer any prepaid fees for such features, in proportion to the portion of the Term left after such termination. Vendor does not provide any representation, warranty, or covenant, and will have no liability, with respect to any infringement or alleged infringement that is based upon, arises out of, or would not have occurred but for (x) Customer’s operation or use of the System with any content, software, hardware, product, or apparatus not set forth in the Documentation, this Agreement, or otherwise approved in writing by Vendor; (y) Customer’s use of any third party software other than in accordance with the license agreement for such third party software; or (z) Customer’s operation or use of the System not in compliance with the Documentation, this Agreement, or otherwise approved in writing by Vendor. In conjunction with Customer’s right to terminate for breach where applicable, the preceding sentence states Vendor’s sole obligation and liability, and Customer’s sole and exclusive remedy, for breach of the representations, warranties and covenants in this Section 8.1 and for potential or actual intellectual property infringement by the System.
From Vendor. Vendor shall defend and indemnify Customer and Customer’s Associates (as defined below in Section 13.3) against any “Indemnified Claim,” meaning any third party claim, suit, or proceeding arising out of, related to, or alleging infringement of any patent, copyright, trade secret, or other intellectual property right by the System. Vendor’s obligations set forth in this Section 13.1 do not apply to the extent that an Indemnified Claim arises out of: (a) Customer’s breach of this Agreement; (b) revisions to the Licensed Software or other System components made without Vendor’s written consent; (c) Customer’s failure to incorporate Licensed Software updates or upgrades that would have avoided the alleged infringement, provided Vendor offered such updates or upgrades without charges not otherwise required pursuant to this Agreement; (d) Vendor’s modification of Licensed Software in compliance with specifications provided by Customer, including without limitation Deliverables to the extent created based on such specifications; (e) any Deliverable, if the SoW or a disclosure provided at or before delivery states that such Deliverable incorporates third party software or other assets; or (f) use of the System in combination with hardware or software not provided by Vendor.
From Vendor. Vendor shall defend and indemnify Customer and Customer’s Associates (as defined below in Section Error! Reference source not found.) against any “Indemnified Claim,” meaning any third party claim, suit, or proceeding arising out of, related to, or alleging: (a) direct infringement of any patent, copyright, trade secret, or other intellectual property right by any Deliverable not otherwise licensed in connection with the use of Third Party Products, hardware and/or software, as specified in the SoW. Vendor’s obligations set forth in Subsection 5.1(a) above do not apply to the extent that an Indemnified Claim arises out of: (i) Customer’s breach of this Agreement; (ii) revisions to the Deliverable made without Vendor’s written consent; (iii) Customer’s failure to incorporate updates or upgrades that would have avoided the alleged infringement, provided Vendor offered such updates or upgrades without charges not otherwise required pursuant to this Agreement; (iv) Vendor’s design or modification of the Deliverable in compliance with specifications provided by Customer; or (v) use of the Deliverable in combination with hardware or software not provided by Vendor, unless (A) the SoW, or other documentation provided by Vendor or agreed between the parties, (collectively, “Documentation”) refers to a combination with such hardware or software, without directing the user not to perform such a combination, or (B) such combination achieves functionality described in the Documentation (and the Documentation does not direct the user not to perform such combination). In the event of an Indemnified Claim pursuant to Subsection 5.1(a) above, Vendor may request that Customer cease all use of the Deliverable at issue, and if Customer does not comply, Vendor will have no obligations related to the Indemnified Claim corresponding to Customer’s use of the Deliverable starting forty-eight (48) hours after Vendor’s request. Vendor’s obligations set forth in Subsection 5.1(b) above do not apply to the extent that an Indemnified Claim arises out of Customer’s breach of this Agreement.
