Common use of Indemnification by Us for Supplemental Developer Services Clause in Contracts

Indemnification by Us for Supplemental Developer Services. We shall defend You against any claim, demand, suit, or proceeding (“Claim”) made or brought against You by a third party alleging that the Supplemental Developer Services, used as permitted hereunder, infringe or misappropriate 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. In the event of a Claim or if We believe the Supplemental Developer Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Supplemental Developer Services so that they no longer infringe or misappropriate, while retaining substantially equivalent functionality, (ii) obtain a license for Your continued use of the Supplemental Developer Services in accordance with this Agreement, or (iii) terminate Your Supplemental Developer Service User Subscriptions and refund You any prepaid fees covering the remainder of the term of such User Subscriptions after the effective date of termination. The foregoing states Our sole liability and Your exclusive remedy for any type of Claim described in this paragraph.

Indemnification by Us for Supplemental Developer Services. We shall defend You against any claim, demand, suit, or proceeding (“"Claim”") made or brought against You by a third party alleging that the Supplemental Developer Services, used as permitted hereunder, infringe or misappropriate 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. In the event of a Claim or if We believe the Supplemental Developer Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Supplemental Developer Services so that they no longer infringe or misappropriate, while retaining substantially equivalent functionality, (ii) obtain a license for Your continued use of the Supplemental Developer Services in accordance with this Agreement, or (iii) terminate Your Supplemental Developer Service User Subscriptions and refund You any prepaid fees covering the remainder of the term of such User Subscriptions after the effective date of termination. The foregoing states Our sole liability and Your exclusive remedy for any type of Claim described in this paragraph.