Common use of Indemnification by MaestroQA Clause in Contracts

Indemnification by MaestroQA. Subject to Article 11, MaestroQA will indemnify, defend and hold harmless Subscriber from and against any and all third party claims arising out or of in connection with (i) a breach or alleged breach by MaestroQA of the terms of this Agreement or any of the representations or warranties contained herein; or (ii) a claim that the Services infringe a U.S. patent, U.S. copyright, or U.S. trademark and will indemnify and hold harmless Subscriber from and against any damages and costs finally awarded against Subscriber or agreed in settlement by MaestroQA (including reasonable attorneys' fees) resulting from such claim. If Subscriber's use of a Service is (or in MaestroQA's opinion is likely to be) enjoined, if required by settlement or if MaestroQA determines such actions are reasonably necessary to avoid material liability, MaestroQA may, in its sole discretion: (a) substitute substantially functionally similar products or services; (b) procure for Subscriber the right to continue using such Service; or if (a) and (b) are not commercially reasonable, (c) terminate this Agreement and refund to Subscriber the fees paid by Subscriber for the portion of the Subscription Term that was paid by Subscriber but not rendered by MaestroQA. The foregoing indemnification obligation of MaestroQA will not apply: (a) if such Service is modified by any party other than MaestroQA, but solely to the extent the alleged infringement is caused by such modification; (b) if such Service is combined with products or processes not provided by MaestroQA, but solely to the extent the alleged infringement is caused by such combination; (c) to any unauthorized use of such Service; (d) to any action arising as a result of Subscriber Data or any third-party deliverables or components contained within such Service; (e) to the extent the alleged infringement is not caused by the particular technology or implementation of the Service but instead by features common to any similar product or service; or (f) if Subscriber settles or makes any admissions with respect to a claim without MaestroQA's prior written consent. THIS ARTICLE 12 SETS FORTH MAESTROQA’S AND ITS SUPPLIERS' SOLE LIABILITY AND SUBSCRIBER'S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.

Indemnification by MaestroQA. Subject to Article 11, MaestroQA will indemnify, defend and hold harmless Subscriber from and against any and all third party claims arising out or of in connection with (i) a breach or alleged breach by MaestroQA of the terms of this Agreement or any of the representations or warranties contained herein; or (ii) a claim that the Services infringe a U.S. patent, U.S. copyright, or U.S. trademark and will indemnify and hold harmless Subscriber from and against any damages and costs finally finally awarded against Subscriber or agreed in settlement by MaestroQA (including reasonable attorneys' fees) resulting from such claim. If Subscriber's use of a Service is (or in MaestroQA's opinion is likely to be) enjoined, if required by settlement or if MaestroQA determines such actions are reasonably necessary to avoid material liability, MaestroQA may, in its sole discretion: (a) substitute substantially functionally similar products or services; (b) procure for Subscriber the right to continue using such Service; or if (a) and (b) are not commercially reasonable, (c) terminate this Agreement and refund to Subscriber the fees paid by Subscriber for the portion of the Subscription Term that was paid by Subscriber but not rendered by MaestroQA. The foregoing indemnification indemnification obligation of MaestroQA will not apply: (a) if such Service is modified modified by any party other than MaestroQA, but solely to the extent the alleged infringement is caused by such modificationmodification; (b) if such Service is combined with products or processes not provided by MaestroQA, but solely to the extent the alleged infringement is caused by such combination; (c) to any unauthorized use of such Service; (d) to any action arising as a result of Subscriber Data or any third-party deliverables or components contained within such Service; (e) to the extent the alleged infringement is not caused by the particular technology or implementation of the Service but instead by features common to any similar product or service; or (f) if Subscriber settles or makes any admissions with respect to a claim without MaestroQA's prior written consent. THIS ARTICLE 12 SETS FORTH MAESTROQA’S AND ITS SUPPLIERS' SOLE LIABILITY AND SUBSCRIBER'S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.

Indemnification by MaestroQA. Subject to Article 11, MaestroQA will indemnify, defend and hold harmless Subscriber from and against any and all third party claims arising out or of in connection with (i) a breach or alleged breach by MaestroQA of the terms of this Agreement or any of the representations or warranties contained herein; or (ii) a claim that the Services infringe a U.S. patent, U.S. copyright, or U.S. trademark and will indemnify and hold harmless Subscriber from and against any damages and costs finally finally awarded against Subscriber or agreed in settlement by MaestroQA (including reasonable attorneys' fees) resulting from such claim. If Subscriber's use of a Service is (or in MaestroQA's opinion is likely to be) enjoined, if required by settlement or if MaestroQA determines such actions are reasonably necessary to avoid material liability, MaestroQA may, in its sole discretion: (a) substitute substantially functionally similar products or services; (b) procure for Subscriber the right to continue using such Service; or if (a) and (b) are not commercially reasonable, (c) terminate this Agreement and refund to Subscriber the fees paid by Subscriber for the portion of the Subscription Term that was paid by Subscriber but not rendered by MaestroQA. The foregoing indemnification indemnification obligation of MaestroQA will not apply: (a) if such Service is modified modified by any party other than MaestroQA, but solely to the extent the alleged infringement is caused by such modificationmodification; (b) if such Service is combined with products or processes not provided by MaestroQA, but solely to the extent the alleged infringement is caused by such combination; (c) to any unauthorized use of such Service; (d) to any action arising as a result of Subscriber Data or any third-party deliverables or components contained within such Service; (e) to the extent the alleged infringement is not caused by the particular technology or implementation of the Service but instead by features common to any similar product or service; or (f) if Subscriber settles or makes any admissions with respect to a claim without MaestroQA's prior written consent. THIS ARTICLE 12 SETS FORTH MAESTROQA’S AND ITS SUPPLIERS' SOLE LIABILITY AND SUBSCRIBER'S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.;