Common use of Indemnification by Panorama Clause in Contracts

Indemnification by Panorama. Except for liability for which Client is responsible under Section 7.5, Panorama will indemnify, defend and hold Client and the officers, directors, agents, and employees of Client (“Client Indemnified Parties”) harmless from settlement amounts and damages, liabilities, penalties, costs and expenses (“Liabilities”) that are payable to any third party or incurred by the Client Indemnified Parties (including reasonable attorneys' fees) arising from any third party claim, demand or allegation that the use of the Platform in accordance with the terms and conditions of this Agreement infringes such third party’s copyright or results in a misappropriation of such third party’s trade secrets. Panorama will have no liability or obligation under this Section 7.4 if such Liability is caused in whole or in part by (a) modification of the Platform by any party other than Panorama without Panorama’s express consent; (b) the combination, operation, or use of the Panorama with other product(s), data or services not provided by Panorama where the Platform would not by itself be infringing; or (c) unauthorized or improper use of the Platform. If the use of the Platform by Client has become, or in Panorama’s opinion is likely to become, the subject of any claim of infringement, Panorama may at its option and expense (i) procure for Client the right to continue using the Platform as set forth hereunder; (ii) replace or modify the Platform to make it non-infringing so long as the Platform has at least equivalent functionality; (iii) substitute an equivalent for the Platform or (iv) if options (i)-(iii) are not available on commercially reasonable terms, terminate this Agreement. This Section 7.4 states Panorama’s entire obligation and Client’s sole remedies in connection with any claim regarding the intellectual property rights of any third party.

Indemnification by Panorama. Except for liability for which Client is responsible under Section 7.5, Panorama will indemnify, defend and hold Client and the officers, directors, agents, and employees of Client (“Client Indemnified Parties”) harmless from settlement amounts and damages, liabilities, penalties, costs and expenses (“Liabilities”) that are payable to any third party or incurred by the Client Indemnified Parties (including reasonable attorneys' fees) arising from any third party claim, demand or allegation that the use of the Platform in accordance with the terms and conditions of this Agreement infringes such third party’s copyright or results in a misappropriation of such third party’s trade secrets. Panorama will have no liability or obligation under this Section 7.4 if such Liability is caused in whole or in part by (a) modification of the Platform by any party other than Panorama without Panorama’s express consent; (b) the combination, operation, or use of the Panorama Platform with other product(s), data or services not provided by Panorama where the Platform would not by itself be infringing; or (c) unauthorized or improper use of the Platform. If the use of the Platform by Client has become, or in Panorama’s opinion is likely to become, the subject of any claim of infringement, Panorama may at its option and expense (i) procure for Client the right to continue using the Platform as set forth hereunder; (ii) replace or modify the Platform to make it non-infringing so long as the Platform has at least equivalent functionality; (iii) substitute an equivalent for the Platform or (iv) if options (i)-(iii) are not available on commercially reasonable terms, terminate this Agreement. This Section 7.4 states Panorama’s entire obligation and Client’s sole remedies in connection with any claim regarding the intellectual property rights of any third party.;

Indemnification by Panorama. Except for liability for which Client is responsible under Delete Section 7.57.4 in its entirety and replace with the following: “To the maximum extent permitted by law, Panorama will agrees to indemnify, defend defend, and hold harmless Client and the its individual board members, officers, directors, employees, agents, attorneys and employees of Client assigns (collectively, “Client Indemnified PartiesIndemnitees”) harmless from settlement amounts ), against any claims, demands, actions, arbitrations, losses and damagesliabilities resulting from, liabilities, penalties, costs and expenses (“Liabilities”) that are payable arising out of or related to any act or omission of Panorama and its employees, contractors, and subcontractors in performing the obligations under the Agreement and for any claims brought by a third party or incurred by against Client to the Client Indemnified Parties (including reasonable attorneys' fees) arising from any third party claim, demand or extent based on an allegation that the use Panorama’s products infringe any patent, copyright, trademark, trade secret or other proprietary right of the Platform in accordance with the terms and conditions of this Agreement infringes such a third party’s copyright or results in a misappropriation of such third party’s trade secrets. Panorama will have no liability or obligation under this Section 7.4 if to the extent such Liability is caused in whole or in part by (a) modification of the Platform by any party other than Panorama without Panorama’s express consent; (b) the combination, operation, or use of the Panorama with other product(s), data or services not provided by Panorama where the Platform would not by itself be infringing; or (c) unauthorized or improper use of the PlatformPlatform in violation of applicable laws and regulations, this Agreement, or any expressly written communications from Panorama to Client. If the Client’s use of the Platform by Client has become, or in Panorama’s opinion products is likely to become, restricted as the subject result of any a claim of infringement, Panorama may at its option and expense shall do one of the following: (i) substitute other equally suitable product; (ii) modify the allegedly infringing Panorama product to avoid the infringement; (iii) procure for Client the right to continue using to use Panorama products free of the Platform as set forth hereunderrestrictions caused by the infringement; (ii) replace or modify the Platform to make it non-infringing so long as the Platform has at least equivalent functionality; (iii) substitute an equivalent for the Platform or (iv) if options (i)-(iii) are not available on commercially reasonable terms, terminate this Agreement. This Section 7.4 states Panorama’s entire obligation and Client’s sole remedies in connection with any claim regarding the intellectual property rights of any third party.or

Indemnification by Panorama. Except for liability for which Client is responsible under Section 7.5, Panorama will indemnify, defend and hold Client and the officers, directors, agents, and employees of Client (“Client Indemnified Parties”) harmless from settlement amounts and damages, liabilities, penalties, costs and expenses (“Liabilities”) that are payable to any third party or incurred by the Client Indemnified Parties (including reasonable attorneys' fees) arising from any third party claim, demand or allegation that the use of the Platform in accordance with the terms and conditions of this Agreement infringes such third party’s copyright or results in a misappropriation of such third party’s trade secrets. Panorama will have no liability or obligation under this Section 7.4 if such Liability is caused in whole or in part by (a) modification of the Platform by any party other than Panorama without Panorama’s express consent; (b) the combination, operation, or use of the Panorama with other product(s), data or services not provided by Panorama where the Platform would not by itself be infringing; or (c) unauthorized or improper use of the Platform. If the use of the Platform by Client has become, or in Panorama’s opinion is likely to become, the subject of any claim of infringement, Panorama may at its option and expense (i) procure for Client the right to continue using the Platform as set forth hereunder; (ii) replace or modify the Platform to make it non-infringing so long as the Platform has at least equivalent functionality; (iii) substitute an equivalent for the Platform or (iv) if options (i)-(iii) are not available on commercially reasonable terms, terminate this Agreement. This Section 7.4 states Panorama’s entire obligation and Client’s sole remedies in connection with any claim regarding the intellectual property rights of any third party.or