Common use of Indemnification by SailPoint Clause in Contracts

Indemnification by SailPoint. If a third party makes a claim against Customer that the SaaS Services infringes any patent, copyright or trademark, or misappropriates any trade secret, or that SailPoint’s negligence or willful misconduct has caused bodily injury or death, SailPoint shall defend Customer and its directors, officers and employees against the claim at SailPoint’s expense and SailPoint shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by SailPoint, to the extent arising from the claim. SailPoint shall have no liability for any claim based on (a) the Customer Content, (b) modification of the SaaS Services not authorized by SailPoint, or (c) use of the SaaS Services other than in accordance with the Documentation and this SaaS Agreement. SailPoint may, at its sole option and expense, procure for Customer the right to continue use of the SaaS Services, modify the SaaS Services in a manner that does not materially impair the functionality, or terminate the Subscription Term and repay to Customer any amount paid by Customer with respect to the Subscription Term following the termination date.

Indemnification by SailPoint. If a third party makes a claim against Customer that the SaaS Services infringes any patent, copyright or trademark, or misappropriates any trade secret, or that SailPoint’s negligence or willful misconduct has caused bodily injury or death, SailPoint shall defend Customer and its directors, officers and employees against the claim at SailPoint’s expense and SailPoint shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by SailPoint, to the extent arising from the claim. SailPoint shall have no liability for any claim based on (a) the Customer Content, (b) modification of the SaaS Services not authorized authorised by SailPoint, or (c) use of the SaaS Services other than in accordance with the Documentation and this SaaS Agreement. SailPoint may, at its sole option and expense, procure for Customer the right to continue use of the SaaS Services, modify the SaaS Services in a manner that does not materially impair the functionality, or terminate the Subscription Term and repay to Customer any amount paid by Customer with respect to the Subscription Term following the termination date.