Common use of Indemnification by ANet Clause in Contracts

Indemnification by ANet. ANet shall defend at its expense any claim, suit or proceeding (each, a “Claim”) brought against Member by any third party to the extent such Claim is based upon a claim that Member’s proper use of the Platform or any ANet Content in accordance with the terms of this Agreement infringes such third party’s rights under any United States patent or copyright, and ANet shall pay all costs and damages finally awarded against Member by a court of competent jurisdiction as a result of any such Claim. If Member’s proper use of the Platform or any ANet Content in accordance with the terms of this Agreement constitutes or in ANet’s opinion might be held to constitute infringement as set forth above, ANet may, at its option, (a) modify the Platform or ANet Content, as applicable, so as to avoid infringement or misappropriation; (b) procure the right for Licensee to continue to use the Platform or ANet Content, as applicable; or (c) terminate the Agreement and provide to Member a refund of the prorated fees. The foregoing indemnity shall not apply to any Claim based upon or arising from any use of the Platform or ANet Content outside the scope of this Agreement or in a manner for which it was not designed.

Indemnification by ANet. ANet shall defend at its expense any claim, suit or proceeding (each, a “Claim”) brought against Member Partner by any third party to the extent such Claim is based upon a claim that MemberPartner’s proper use of the Platform or any ANet Content in accordance with the terms of this Agreement infringes such third party’s rights under any United States patent or copyright, and ANet shall pay all costs and damages finally awarded against Member Partner by a court of competent jurisdiction as a result of any such Claim. If MemberPartner’s proper use of the Platform or any ANet Content in accordance with the terms of this Agreement constitutes or in ANet’s opinion might be held to constitute infringement as set forth above, ANet may, at its option, (a) modify the Platform or ANet Content, as applicable, so as to avoid infringement or misappropriation; (b) procure the right for Licensee Partner to continue to use the Platform or ANet Content, as applicable; or (c) terminate the Agreement and provide to Member Partner a refund of the prorated fees. The foregoing indemnity shall not apply to any Claim based upon or arising from any use of the Platform or ANet Content outside the scope of this Agreement or in a manner for which it was not designed.

Indemnification by ANet. ANet shall defend at its expense any claim, suit or proceeding (each, a “Claim”) brought against Member by any third party to the extent such Claim is based upon a claim that Member’s proper use of the Platform or any ANet Content in accordance with the terms of this Agreement infringes such third party’s rights under any United States patent or copyright, and ANet shall pay all costs and damages finally awarded against Member by a court of competent jurisdiction as a result of any such Claim. If Member’s proper use of the Platform or any ANet Content in accordance with the terms of this Agreement constitutes or in ANet’s opinion might be held to constitute infringement as set forth above, ANet may, at its option, (a) modify the Platform or ANet Content, as applicable, so as to avoid infringement or misappropriation; (b) procure the right for Licensee Member to continue to use the Platform or ANet Content, as applicable; or (c) terminate the Agreement and provide to Member a refund of the prorated fees. The foregoing indemnity shall not apply to any Claim based upon or arising from any use of the Platform or ANet Content outside the scope of this Agreement or in a manner for which it was not designed.