Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding (“Claim”) made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and shall indemnify You for any damages finally awarded against, and for reasonable attorney fees incurred by, You in connection with any such Claim; provided, that You (a) promptly give Us written notice of the Claim; (b) give Us sole control of the defense and settlement of the Claim (provided that We may not settle any Claim unless the settlement unconditionally releases You of all liability and You may not make any admissions or settlements without Our prior written consent); (c) provide to Us all reasonable assistance, at Our expense; and (d) provided that such infringement or misappropriation of any third party's intellectual property rights is not resulting from: (i) Your or Your Users misuse of the Services or the Site; (ii) Your use of the Services together with a Third Party Application or integration; or (iii) from non-compliance by You or Your Users of the terms and conditions contained herein. In the event of a Claim against You, or if We reasonably believe the Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under Section 9.1 (Our Warranties) above, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination.
Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding (" Claim") made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and shall indemnify You for any damages finally awarded against, and for reasonable attorney’s fees incurred by, You in connection with any such Claim; provided, that You (a) promptly give Us written notice of the Claim; (b) give Us sole control of the defense and settlement of the Claim (provided that We may not settle any Claim unless the settlement unconditionally releases You of all liability); and (c) provide to Us all reasonable assistance, at Our expense.
Indemnification by Us. We will defend you against any third-party claim that the Services, Software or Support infringe any third-party IPR and will indemnify you for amounts awarded against you in judgment or paid in settlement of such a claim. You must provide prompt notice of a claim and co-operate with Our defence or settlement of it. You must not make any admission or statement in relation to it or attempt to settle it. We will have sole authority to defend and/or settle it. You must mitigate any losses or costs that you do, or may otherwise, incur. In defence or settlement of such a claim We may at Our expense and discretion: (a) obtain the right for you to continue using the infringing or allegedly infringing material; (b) replace or modify the Services, Software or Support so it or they no longer infringe; or (c) terminate this MSA through notice to you and refund any Fees paid in advance for the unused remainder of your current Subscription Period. You will co-operate with Us in relation to the option We take. We will not be liable to you under this Section to the extent that an alleged infringement is based on: a modification of the Services, Software or Support other than by Us; the combination of any of them with a third-party product, or data or software not expressly authorized by Us; your breach of this MSA; or, an issue that could have been resolved if you had updated or upgraded to a later version of the Services, Software or Support as set out in this MSA. This Section sets out your sole and exclusive right and remedy (and Our entire obligation and liability) for claims that the Services, Software, and/or Support infringes, misappropriates, or otherwise violates IPRs or other proprietary rights of a third-party.
Indemnification by Us. We will defend you against any claim, demand, suit, or proceeding made or brought against you by a third party (“Claim”) alleging that the use of the EarlyWorks Services as permitted by this Agreement infringes or misappropriates the Intellectual Property Rights of a third party, and will indemnify you for any damages, legal fees and costs finally rewarded against you as a result of, and for amounts paid by you under a court approved settlement of the Claim, provided that you:
(a) promptly give us written notice of the Claim, demand, suit or proceeding made or brought against you; and
(b) give us sole control of the defence and settlement of the Claim (provided that we may not settle any such Claim unless the settlement unconditionally releases you of all liability); and
(c) provide to us all reasonable assistance at our expense.
Indemnification by Us. We will defend you against any third-party claim that the Services, Software or Support infringe any third-party IPR and will indemnify you for amounts awarded against you in judgment or paid in settlement of such a claim; provided that: (i) you comply with the terms of this Sections 13.1 and 13.3; (ii) the claim does not arise from your intentional tortious act or negligence; and, (iii) you have not compromised or settled such a third-party claim. In defence or settlement of such a claim We may at Our expense and discretion: (a) obtain the right for you to continue using the infringing or allegedly infringing material; (b) replace or modify the Services, Software or Support so it or they no longer infringe; or (c) terminate this MSA through notice to you and refund any Fees paid in advance for the unused remainder of your current Subscription Period. You will co-operate with Us in relation to the option We take. We will not be liable to the extent an alleged infringement is based on: a modification of the Services, Software or Support other than by Us; the combination with a third-party product, data or software; your breach of this MSA; an issue that could have been resolved if you had updated or upgraded to a later version of the Services, Software or Support; or, claims of infringement of IPR in which you have an interest or license. This Section sets out your sole and exclusive right and remedy (and Our entire obligation and liability) for claims that the Services, Software, and/or Support infringe, misappropriate, or otherwise violate IPRs or other rights of a third-party.
Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding ("Claim") made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and shall indemnify You for any damages
Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party (a “Claim Against You“), and shall indemnify You for any damages, attorney fees and costs finally awarded against You as a result of, and for amounts paid by You under a court-approved settlement of, a Claim Against You; provided that You (a) promptly give Us written notice of the Claim Against You; (b) give Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You unless the settlement unconditionally releases You of all liability); and (c) provide to Us all reasonable assistance, at Our expense. In the event of a Claim Against You, or if We reasonably believe the Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under “Our Warranties” above, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination.
Indemnification by Us. (a) We will, at Our expense, defend You from or settle any claim, proceeding, or suit brought by a third party against You alleging that Your use of the Platform in accordance with this Agreement infringes or misappropriates any patent claim, copyright, trade secret, trademark, or other intellectual property right ("Infringement Claim").
(b) We will indemnify You from and pay all damages, costs, and attorneys’ fees finally awarded against You in any Infringement Claim (or the amount that We agree to pay to any third party to settle any Infringement Claim) with respect to this Infringement Claim.
(c) We have no obligation for Infringement Claim to the extent that it arises out of or is based upon (i) use of the Platform in combination with other products or services, (ii) any aspect of the Platform configured specifically for You to comply with designs, requirements, or specifications required by or provided by or on Your behalf (including any business application built upon the Platform), or (iii) use of the Platform outside the scope of the rights granted in this Agreement.
(d) In the event an Infringement Claim is made or likely to be made, We may, at Our sole option and expense: (i) procure for You a license to continue using the Platform, (ii) modify the Service so that it becomes non-infringing but is substantially functionally equivalent, or (iii) if the foregoing are not commercially feasible in Our sole judgment, then terminate Your license right to use and access to the Platform and refund any prepaid, unused Platform Subscription Fees as of the date of termination (prorata temporis).
Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding ("Claim") made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and shall indemnify You for any damages finally awarded against, and for reasonable attorney’s fees incurred by You in connection with any such Claim; provided, that You (a) promptly give Us written notice of the Claim; (b) give Us sole control of the defence and settlement of the Claim (provided that We may not settle any Claim unless the settlement unconditionally releases You of all liability); and (c) provide to Us all reasonable assistance, at Our expense. The indemnity in this clause 11.1 does not apply to the extent that a Claim arises from or in connection with (i) Your breach of the Agreement; (ii) use of the Services in a manner or for a purpose not reasonably contemplated by the Agreement or otherwise not authorised in writing by Us; or (iii) Your Data or any third party data.
Indemnification by Us. Except during the free test period in Section 1 and subject to the conditions set out below, We undertake to defend You or, at Our option, settle any claim or action brought against You by a third party alleging that Your use of the Software or Services in compliance with this Agreement and the Order Form infringes or misappropriates such third party’s copyright or patent (a “Claim Against You”), and will indemnify You for any damages finally awarded against You by a court of competent jurisdiction, or for amounts paid by You under a court-approved settlement or a settlement of a Claim Against You by Us, provided You:
a. provide Us with prompt written notice of the Claim Against You, x. xxxxx Us sole control of the defense and settlement of the Claim Against You, c. do not enter into any settlement or compromise of any such Claim Against You without Our prior written consent,
