Common use of Indemnification and Defense Obligations Clause in Contracts

Indemnification and Defense Obligations. a. Customer shall indemnify, defend and hold harmless Company and its officers, directors, shareholders, employees and affiliates (collectively, “Indemnitees”) from and against any and all claims, demands, judgments, suits, actions, damages, liability, losses and expenses (including attorneys’ fees and litigation costs) that any Indemnitee may incur as a result of Customer’s or a User’s breach of this Agreement or any User’s use of or inability to use the Offering. b. Company shall defend or settle any claim brought against Customer by a third party that the Platform and/or the Software Solution, when used in accordance with the terms and conditions of this Agreement, violate any US patent, copyright, trademark or other US intellectual property right of any third party, provided Company shall retain sole control over the defense and settlement thereof, and provided Customer gives Company prompt notice of any such claim and provides reasonable cooperation to Company at Company’s expense in the investigation and defense of such claim. If Company believes, in its sole discretion, that the Platform and/or Software Solution infringes a third party’s intellectual property rights, then Company may, at its sole and absolute discretion and at its expense: (a) procure the right to use the Platform and/or Software Solution as provided herein, (b) replace the Platform and/or Software Solution with other non-infringing service or software with similar functionality, (c) suitably modify the Platform and/or Software Solution so that it does not infringe, or (d) if the foregoing options are commercially unreasonable, terminate this Agreement. THE FOREGOING PROVISIONS OF THIS SECTION 12(b) STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF COMPANY, AND THE EXCLUSIVE REMEDY OF CUSTOMER, WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS UNDER THIS AGREEMENT.

Indemnification and Defense Obligations. a. Customer shall indemnify, defend and hold harmless Company Company, Reseller and its their respective officers, directors, shareholders, employees and affiliates (collectively, “Indemnitees”) from and against any and all claims, demands, judgments, suits, actions, damages, liability, losses and expenses (including attorneys’ fees and litigation costs) that any Indemnitee may incur as a result of Customer’s or a User’s breach of this Agreement or any User’s use of or inability to use the Offering. b. Company shall defend or settle any claim brought against Customer by a third party that the Platform and/or the Software Solution, when used in accordance with the terms and conditions of this Agreement, violate any US or South African patent, copyright, trademark or other US or South African intellectual property right of any third party, provided Company shall retain sole control over the defense and settlement thereof, and provided Customer gives Company prompt notice of any such claim and provides reasonable cooperation to Company at Company’s expense in the investigation and defense of such claim. If Company believes, in its sole discretion, that the Platform and/or Software Solution infringes a third party’s intellectual property rights, then Company may, at its sole and absolute discretion and at its expense: (a) procure the right to use the Platform and/or Software Solution as provided herein, (b) replace the Platform and/or Software Solution with other non-infringing service or software with similar functionality, (c) suitably modify the Platform and/or Software Solution so that it does not infringe, or (d) if the foregoing options are commercially unreasonable, terminate this Agreement. THE FOREGOING PROVISIONS OF THIS SECTION 12(b) STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF COMPANY, AND THE EXCLUSIVE REMEDY OF CUSTOMER, WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS UNDER THIS AGREEMENT.