Common use of Indemnification by Us Clause in Contracts

Indemnification by Us. We shall indemnify, defend, and hold You harmless against any claim, demand, suit, or proceeding made or brought against You by a third party alleging that the use of the Infrastructure or On-Demand Services as permitted hereunder infringes or misappropriates any patent, copyright, or other intellectual property right of a third party or violates applicable law (a “Claim Against You”), and shall indemnify You for any losses, costs, damages, expenses, and liabilities, including court costs and reasonable legal fees, suffered or incurred by You in connection with any claim, demand, suit, or proceeding as a result of, and/or 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 upon Your obtaining knowledge of the Claim; (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 without your express written consent unless the settlement unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your part); 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 Infrastructure may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Infrastructure 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 Infrastructure in accordance with this Agreement, or (iii) terminate Your Customer subscriptions for such Infrastructure upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such Customer subscriptions after the effective date of termination.

Indemnification by Us. We shall indemnify, defend, and hold defend You harmless against any claim, demand, suit, suit or proceeding made or brought against You by a third party alleging that the use of the Infrastructure or On-Demand Services Xxxx.xxx Services, excluding Xxxx.xxx Data, as permitted hereunder infringes or misappropriates any patent, copyright, or other third party intellectual property right of a third party or violates applicable law rights, (a “"Claim Against You”"), and shall indemnify You for any losses, costs, damages, expenses, attorney fees and liabilities, including court costs and reasonable legal fees, suffered or incurred by finally awarded against You in connection with any claim, demand, suit, or proceeding as a result of, and/or or 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 upon Your obtaining knowledge of the Claim; You, (b) give Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle or defend any Claim Against You without your express written consent unless the settlement We unconditionally releases release You of all liability and does not impose any obligations or require any affirmative action on Your partliability); , 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 Infrastructure Xxxx.xxx Services may infringe or misappropriate, We may in Our our discretion and at no cost to You (i) modify the Infrastructure Xxxx.xxx 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 Infrastructure Xxxx.xxx Services in accordance with this Agreement, or (iii) terminate Your Customer subscriptions for right to use such Infrastructure Xxxx.xxx Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the applicable Xxxx.xxx Service term of such Customer subscriptions after the effective date of termination. If a court orders You to cease using part or all of the Xxxx.xxx Services in connection with a Claim Against You, We shall take the actions described in subpart (i) or (ii) of the preceding sentence, or if We cannot accomplish (i) or (ii) in a commercially reasonable manner, We shall take the actions described in subpart (iii) of the preceding sentence, all at no cost to You.

Indemnification by Us. We shall indemnify, defend, and hold defend You harmless against any claim, demand, suit, or proceeding made or brought against You by a third party alleging that the use of the Infrastructure or On-Demand Services as permitted hereunder infringes or misappropriates any patent, copyright, or other the intellectual property right rights of a third party or violates applicable law (a “"Claim Against You”"), and shall indemnify You for any losses, costs, damages, expenses, attorney fees and liabilities, including court costs and reasonable legal fees, suffered or incurred by finally awarded against You in connection with any claim, demand, suit, or proceeding as a result of, and/or 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 upon Your obtaining knowledge of the ClaimYou; (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 without your express written consent unless the settlement unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your partliability); 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 Infrastructure Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Infrastructure 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 Infrastructure Services in accordance with this Agreement, or (iii) terminate Your Customer User subscriptions for such Infrastructure Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such Customer User subscriptions after the effective date of termination.

Indemnification by Us. We shall indemnifydefend or settle at Our expense any third party claim brought against You alleging that the Service, defendwhen used as authorized under this Agreement, infringes such third-party’s copyright, patent or trademark and We shall indemnify and hold You harmless from and against any damages and costs awarded against You or agreed in settlement by Us (including reasonable attorneys’ fees) resulting from such claim, demandprovided that You immediately notify Us of such claim, suitallow Us to control the defense, litigation or settlement of such claim, and cooperate with Us in the investigation, defense, and/or settlement of such claim. If any infringement claim with respect to Your access to, or proceeding made use of, the Service may be or brought against has been asserted, We shall, at Our option and expense, (a) procure the right to continue accessing and using the Service or (b) replace or modify the Service to eliminate the infringement while providing functionally equivalent performance. If neither of (a) and (b) above are commercially feasible as determined in Our sole discretion, We may terminate this Agreement and Your subscription and refund to You the pro-rata amount of any prepaid fees for Your remaining then- current Subscription Term. We have no indemnity obligation to You to the extent any infringement or misappropriation claim results from (i) a correction or modification to the Service not provided by a third party alleging that the use or on behalf of the Infrastructure or On-Demand Services as permitted hereunder infringes or misappropriates any patentUs, copyright, or other intellectual property right of a third party or violates applicable law (a “Claim Against You”), and shall indemnify You for any losses, costs, damages, expenses, and liabilities, including court costs and reasonable legal fees, suffered or incurred ii) materials provided by You in connection with any claim, demand, suit, requested customizations or proceeding as a result of, and/or for amounts paid by You under a court-approved settlement of, a Claim Against You; provided that You (a) promptly give Us written notice modifications of the Claim Against You upon Your obtaining knowledge of the Claim; (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 without your express written consent unless the settlement unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your part); 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 Infrastructure may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Infrastructure so that they no longer infringe or misappropriate, without breaching Our warranties under “Our Warranties” aboveService, (iiiii) obtain a license for Your continued use of the Infrastructure in accordance with this AgreementContent, or (iiiiv) terminate Your Customer subscriptions for such Infrastructure upon 30 days’ written notice and refund to You any prepaid fees covering the remainder use, combination, or incorporation of the term Service, or improvements thereto, with products or services not provided by Us. You acknowledge that the indemnification in this section states Your exclusive remedy and Our sole liability in connection with any claim of such Customer subscriptions after the effective date of terminationinfringement.

Indemnification by Us. We shall indemnify, defend, and hold defend You harmless against any claim, demand, suit, suit or proceeding made or brought against You by a third party alleging that the use of the Infrastructure or On-Demand Purchased Services as permitted hereunder infringes or misappropriates any patent, copyright, or other the intellectual property right rights of a third party or violates applicable law (a “Claim Against You”), and shall indemnify You for any losses, costs, damages, expenses, attorney fees and liabilities, including court costs and reasonable legal fees, suffered or incurred by finally awarded against You in connection with any claim, demand, suit, or proceeding as a result of, and/or 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 upon Your obtaining knowledge of the Claim; You, (b) give gives Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You without your express written consent unless the settlement unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your part); 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 Infrastructure Purchased Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Infrastructure Purchased 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 Infrastructure Purchased Services in accordance with this Agreement, or (iii) terminate Your Customer User subscriptions for such Infrastructure Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such Customer User subscriptions after the effective date of termination.

Indemnification by Us. We shall indemnify, defend, and hold defend You harmless against any claim, demand, suit, suit or proceeding made or brought against You by a third party alleging that the use of the Infrastructure or On-Demand Purchased Services as permitted hereunder infringes or misappropriates any patent, copyright, or other the intellectual property right rights of a third party or violates applicable law (a “Claim Against You”), and shall indemnify You for any losses, costs, damages, expenses, attorney fees and liabilities, including court costs and reasonable legal fees, suffered or incurred by finally awarded against You in connection with any claim, demand, suit, or proceeding as a result of, and/or 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 upon Your obtaining knowledge of the Claim; You, (b) give gives Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You without your express written consent unless the settlement unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your partliability); , 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 Infrastructure Purchased Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Infrastructure Purchased 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 Infrastructure Purchased Services in accordance with this Agreement, or (iii) terminate Your Customer User subscriptions for such Infrastructure Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such Customer User subscriptions after the effective date of termination.

Indemnification by Us. We shall indemnify, defend, and hold will defend You harmless against any claim, demand, suit, suit or proceeding made or brought against You by a third party alleging that the Your licensed use of the Infrastructure or On-Demand Services as permitted hereunder Service infringes or misappropriates any patent, copyright, or other such third party’s intellectual property right of a third party or violates applicable law rights (a “Claim Against You”), and shall will indemnify You for from any losses, costs, damages, expenses, attorney fees and liabilities, including court costs and reasonable legal fees, suffered or incurred by finally awarded against You in connection with any claim, demand, suit, or proceeding as a result of, and/or or for amounts paid by You under a court-settlement approved settlement by Us in writing of, a Claim Against You; , provided that You (a) promptly give Us written notice of the Claim Against You upon Your obtaining knowledge of the Claim; You, (b) give Us sole control of the defense and settlement of the Claim Against You (provided except that We may not settle any Claim Against You without your express written consent unless the settlement it unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your partliability); , and (c) provide to give Us all reasonable assistance, at Our expense. In the event of If We receive information about an infringement or misappropriation claim related to a Claim Against You, or if We reasonably believe the Infrastructure may infringe or misappropriateService, We may in Our discretion and at no cost to You (i) modify the Infrastructure Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under “Our RevenueWell Warranties” above, (ii) obtain a license for Your continued use of the Infrastructure that Service in accordance with this Agreement, or (iii) terminate Your Customer subscriptions for such Infrastructure that Service upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such Customer subscriptions after the effective date terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim Against You arises from Content, a Non-RevenueWell Application or Your use of terminationthe Services in violation of this Agreement, the Documentation or applicable Order Forms.

Indemnification by Us. We shall indemnifydefend or settle at Our expense any third party claim brought against You alleging that the Service, defendwhen used as authorized under this Agreement, infringes such third-party’s copyright, patent or trademark and We shall indemnify and hold You harmless from and against any damages and costs awarded against You or agreed in settlement by Us (including reasonable attorneys’ fees) resulting from such claim, demandprovided that You immediately notify Us of such claim, suitallow Us to control the defense, litigation or settlement of such claim, and cooperate with Us in the investigation, defense, and/or settlement of such claim. If any infringement claim with respect to Your access to, or proceeding made use of, the Service may be or brought against has been asserted, We shall, at Our option and expense, (a) procure the right to continue accessing and using the Service or (b) replace or modify the Service to eliminate the infringement while providing functionally equivalent performance. If neither of (a) and (b) above are commercially feasible as determined in Our sole discretion, We may terminate this Agreement and Your subscription and refund to You the pro-rata amount of any prepaid fees for Your remaining then-current Subscription Term. We have no indemnity obligation to You to the extent any infringement or misappropriation claim results from (i) a correction or modification to the Service not provided by a third party alleging that the use or on behalf of the Infrastructure or On-Demand Services as permitted hereunder infringes or misappropriates any patentUs, copyright, or other intellectual property right of a third party or violates applicable law (a “Claim Against You”), and shall indemnify You for any losses, costs, damages, expenses, and liabilities, including court costs and reasonable legal fees, suffered or incurred ii) materials provided by You in connection with any claim, demand, suit, requested customizations or proceeding as a result of, and/or for amounts paid by You under a court-approved settlement of, a Claim Against You; provided that You (a) promptly give Us written notice modifications of the Claim Against You upon Your obtaining knowledge of the Claim; (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 without your express written consent unless the settlement unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your part); 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 Infrastructure may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Infrastructure so that they no longer infringe or misappropriate, without breaching Our warranties under “Our Warranties” aboveService, (iiiii) obtain a license for Your continued use of the Infrastructure in accordance with this AgreementContent, or (iiiiv) terminate Your Customer subscriptions for such Infrastructure upon 30 days’ written notice and refund to You any prepaid fees covering the remainder use, combination, or incorporation of the term Service, or improvements thereto, with products or services not provided by Us. You acknowledge that the indemnification in this section states Your exclusive remedy and Our sole liability in connection with any claim of such Customer subscriptions after the effective date of terminationinfringement.

Indemnification by Us. We will defend You (for purposes of this paragraph only the term “You” shall indemnify, defend, also include Client’s clients and hold You harmless all Permitted Users) against any claim, demand, suit, suit or proceeding made or brought against You by a third party alleging that We (i) breached the Confidentiality clause herein, (ii) that Your use of the Purchased Services or that the Purchased Services violate an applicable law, (iii) or that the use of the Infrastructure or On-Demand Services as permitted hereunder a Purchased Service in accordance with this Agreement infringes or misappropriates any patent, copyright, or other such third party’s intellectual property right of a third party or violates applicable law rights (a “Claim Against You”), and shall will indemnify You for from any losses, costs, damages, expenses, attorney fees and liabilities, including court costs and reasonable legal fees, suffered or incurred by finally awarded against You in connection with any claim, demand, suit, or proceeding as a result of, and/or or 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 upon Your obtaining knowledge of the Claim; You, (b) give Us sole control of the defense and settlement of the Claim Against You (provided except that We may not settle any Claim Against You without your express written consent unless the settlement it unconditionally releases You of all liability and does not impose any obligations is limited to payment of money damages). If We receive information about an infringement or require any affirmative action on Your part); and (c) provide misappropriation claim related to Us all reasonable assistance, at Our expense. In the event of a Claim Against You, or if We reasonably believe the Infrastructure may infringe or misappropriateService, We may in Our discretion and at no cost to You (i) modify the Infrastructure Service so that they it no longer infringe infringes or misappropriate, without breaching Our warranties under “Our Warranties” above, misappropriates (ii) obtain a license for Your continued use of the Infrastructure that Service in accordance with this Agreement, or (iii) terminate Your Customer subscriptions for such Infrastructure that Service upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such Customer subscriptions after the effective date of terminationterminated subscriptions.

Indemnification by Us. We shall indemnify, defend, and hold will defend You harmless against any claim, demand, suit, suit or proceeding made or brought against You by a third party alleging that the use of the Infrastructure or On-Demand Services as permitted hereunder any Service infringes or misappropriates any patent, copyright, or other such third party’s intellectual property right of a third party or violates applicable law rights (a “Claim Against You”), and shall will indemnify You for from any losses, costs, damages, expenses, attorney fees and liabilities, including court costs and reasonable legal fees, suffered or incurred by finally awarded against You in connection with any claim, demand, suit, or proceeding as a result of, and/or or for amounts paid by You under a court-settlement approved settlement by Us in writing of, a Claim Against You; , provided that You (a) promptly give Us written notice of the Claim Against You upon Your obtaining knowledge of the Claim; You, (b) give Us sole control of the defense and settlement of the Claim Against You (provided except that We may not settle any Claim Against You without your express written consent unless the settlement it unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your partliability); , and (c) provide to give Us all reasonable assistance, at Our expense. In the event of If We receive information about an infringement or misappropriation claim related to a Claim Against You, or if We reasonably believe the Infrastructure may infringe or misappropriateService, We may in Our discretion and at no cost to You (i) modify the Infrastructure Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under “Our Invia Warranties” above, (ii) obtain a license for Your continued use of the Infrastructure that Service in accordance with this Agreement, or (iii) terminate Your Customer subscriptions for such Infrastructure that Service upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such Customer subscriptions after the effective date terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim Against You arises from Content, a Non-Invia Application or Your use of terminationthe Services in violation of this Agreement, the Documentation or applicable Orders.

Indemnification by Us. We shall indemnifySubject to the limitations of liability provided in Section 12 (“Limitations of Liability”), defendwe will indemnify you from any damages, attorney fees and hold You harmless costs finally awarded against any you by a court of competent jurisdiction as a result of, or for amounts paid by you under a settlement approved by us in writing of, a claim, demand, suit, suit or proceeding made or brought against You you by a third party alleging that the use of the Infrastructure or On-Demand Services as permitted hereunder Software infringes or misappropriates any patent, copyright, or other such third party’s intellectual property right of a third party or violates applicable law rights (a “Claim Against You”), and shall indemnify You for any losses, costs, damages, expenses, and liabilities, including court costs and reasonable legal fees, suffered or incurred by You in connection with any claim, demand, suit, or proceeding as a result of, and/or for amounts paid by You under a court-approved settlement of, a Claim Against You; provided that You you (a) promptly give Us us written notice of the Claim Against You upon Your obtaining knowledge of the Claim; You, (b) give Us us sole control of the defense and settlement of the Claim Against You (provided except that We we may not settle any Claim Against You without your express written consent unless the settlement it unconditionally releases You you of all liability and does not impose any obligations or require any affirmative action on Your partliability); , and (c) provide to Us give us all reasonable assistance, at Our our expense. In Without limiting the event of a Claim Against Youforegoing, if we receive information about an infringement or if We reasonably believe misappropriation claim related to the Infrastructure may infringe or misappropriateSoftware, We we may in Our our discretion and at no cost to You you (i) modify the Infrastructure Software so that they it is no longer claimed to infringe or misappropriate, without breaching Our warranties under “Our Warranties” aboveaffecting our Limited Warranty, (ii) obtain a license for Your your continued use of the Infrastructure Software in accordance with this Agreement, or (iii) terminate Your Customer subscriptions for such Infrastructure upon 30 days’ written notice the License and this Agreement and refund to You any the prepaid fees covering applicable to the remainder remaining of your Update Period or Subscription Period, as applicable (on a pro rata basis). The above indemnification obligations do not apply if the allegation does not state with specificity that our Software is the basis of the term Claim Against You, or if such claim arises from your use of such Customer subscriptions after the effective date Software in violation of terminationthis Agreement, the Documentation, applicable Addendums or applicable laws. The foregoing remedies are Devolutions’ sole and exclusive liability and your sole and exclusive remedies for any potential or actual intellectual property infringement by the Software.

Indemnification by Us. We shall indemnify, defend, and hold You harmless against any claim, demand, suit, or proceeding made or brought against You by a third party alleging that the use of the Infrastructure or On-Demand Custom Services as permitted hereunder infringes or misappropriates any patent, copyright, or other intellectual property right of a third party or violates similar applicable law (a “"Claim Against You”"), and shall indemnify You for any losses, costs, damages, expenses, and liabilities, including court costs and reasonable legal fees, suffered or incurred by You in connection with any claim, demand, suit, or proceeding as a result of, and/or 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 upon Your obtaining knowledge of the Claim; (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 without your Your express written consent unless the settlement unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your part); 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 Infrastructure may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Infrastructure Custom Services so that they no longer infringe or misappropriate, without breaching Our warranties under “Our Warranties” above, or (ii) obtain a license for Your continued use of the Infrastructure Custom Service in accordance with this Agreement, or (iii) terminate Your Customer subscriptions for such Infrastructure upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such Customer subscriptions after the effective date of termination.

Indemnification by Us. We shall indemnify, defend, will defend you from and hold You harmless against any claim, demand, suit, or proceeding made or brought against You you by a third party Third Party alleging that the use of the Infrastructure or On-Demand Services as permitted hereunder infringes or misappropriates any patent, copyright, or other such Third Party’s intellectual property right of a third party or violates applicable law rights (a “Claim Against You”), and shall will indemnify You you for any losses, costs, damages, expenses, attorney fees and liabilities, including court costs and reasonable legal fees, suffered or incurred by You in connection with any claim, demand, suit, or proceeding finally awarded against you as a result of, and/or and for amounts paid by You you under a court-approved settlement approved by us in writing of, a Claim Against You; , provided that You you (a) promptly give Us us written notice of the Claim Against You upon Your obtaining knowledge of the Claim; You, (b) give Us us sole control of the defense and settlement of the Claim Against You (provided that We we may not settle any Claim Against You without your express written consent unless the settlement unconditionally releases You you of all liability and does not impose any obligations or require any affirmative action on Your partliability); , and (c) provide to Us us all reasonable assistance, at Our our expense. In the event of a Claim Against You, or if We we reasonably believe the Infrastructure Services may infringe or misappropriate, We we may in Our our sole discretion and at no cost to You (i) modify the Infrastructure Services so that they no longer infringe or misappropriate, without breaching Our our warranties under “Our Warranties” aboveSection 8.1, (ii) obtain a license for Your your continued use of the Infrastructure Services in accordance with this Agreement, or (iii) terminate Your Customer your subscriptions for such Infrastructure Services upon 30 days’ days written notice and refund to You you any prepaid fees covering the remainder of the term of such Customer subscriptions after the effective date of termination. The foregoing defense and indemnification obligations do not apply to the extent a Claim Against You arises from (1) a Third Party Application, (2) your use of the Services in violation of this Agreement, (3) our use of Your Data in accordance with the terms of this Agreement, or (4) your use of Your Data. This Section 9.1 states our sole liability, and your sole and exclusive remedy, for any claims or allegations of intellectual property infringement.

Indemnification by Us. We shall indemnify, defend, and hold will defend You harmless against any claim, demand, suit, suit or proceeding made or brought against You by a third party alleging that the use of the Infrastructure or On-Demand Services as permitted hereunder any Service infringes or misappropriates any patent, copyright, or other such third party’s intellectual property right of a third party or violates applicable law rights (a “Claim Against You”), and shall will indemnify You for from any losses, costs, damages, expenses, attorney fees and liabilities, including court costs and reasonable legal fees, suffered or incurred by finally awarded against You in connection with any claim, demand, suit, or proceeding as a result of, and/or or for amounts paid by You under a court-settlement approved settlement by Us in writing of, a Claim Against You; , provided that You (a) promptly give Us written notice of the Claim Against You upon Your obtaining knowledge of the Claim; You, (b) give Us sole control of the defense and settlement of the Claim Against You (provided except that We may not settle any Claim Against You without your express written consent unless the settlement it unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your partliability); , and (c) provide to give Us all reasonable assistance, at Our expense. In the event of If We receive information about an infringement or misappropriation claim related to a Claim Against You, or if We reasonably believe the Infrastructure may infringe or misappropriateService, We may in Our discretion and at no cost to You (i) modify the Infrastructure Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under “Our Warranties” above, (ii) obtain a license for Your continued use of the Infrastructure that Service in accordance with this Agreement, or (iii) terminate Your Customer subscriptions for such Infrastructure that Service upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such Customer subscriptions after the effective date terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim Against You arises from a Non-Turbo Application or Your use of terminationthe Services in violation of this Agreement, the Documentation or applicable OrderForms.

Indemnification by Us. We shall indemnify, defend, and hold WrightPlan will defend You harmless against any claim, demand, suit, suit or proceeding made or brought against You by a third party alleging that the use of the Infrastructure Software or On-Demand Services as permitted hereunder infringes or misappropriates any patent, copyright, or other such third party’s intellectual property right of a third party or violates applicable law rights (a “Claim Against You”), and shall will indemnify You for from any losses, costs, damages, expenses, attorney fees and liabilities, including court costs and reasonable legal fees, suffered or incurred by finally awarded against You in connection with any claim, demand, suit, or proceeding as a result of, and/or or for amounts paid by You under a court-settlement approved settlement by WrightPlan in writing of, a Claim Against You; , provided that You (a) promptly give Us WrightPlan written notice of the Claim Against You upon Your obtaining knowledge of the Claim; You, (b) give Us WrightPlan sole control of the defense and settlement of the Claim Against You (provided except that We WrightPlan may not settle any Claim Against You without your express written consent unless the settlement it unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your partliability); , and (c) provide to Us give WrightPlan all reasonable assistance, at Our WrightPlan’s expense. In If WrightPlan receives information about an infringement or misappropriation claim related to the event of a Claim Against YouSoftware or Services, or if We reasonably believe the Infrastructure may infringe or misappropriate, We WrightPlan may in Our our discretion and at no cost to You (i) modify the Infrastructure Software or Services so that they are no longer claimed to infringe or misappropriate, without breaching Our our warranties under “Our Warranties” aboveas described in this Agreement, (ii) obtain a license for Your continued use of the Infrastructure that Software and Services in accordance with this Agreement, or (iii) terminate Your Customer subscriptions for such Infrastructure the Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such Customer subscriptions after the effective date terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim against You arises from data or information transmitted through the Services, any third party software or hardware used in conjunction with the Software or Services, or Your use of termination.the Services in violation of this Agreement, the documentation or Privacy Policy

Indemnification by Us. We shall will indemnify, defend, defend and hold You harmless from and against any claim, demand, suit, or proceeding made or claim brought against You by a third party against You by reason of Your use of a Service as permitted hereunder, alleging that the use of the Infrastructure or On-Demand Services as permitted hereunder such Service infringes or misappropriates any a third party’s valid patent, copyright, trademark or other intellectual property right of a third party or violates applicable law trade secret (a an “Claim Against YouIP Claim”). We shall, at Our expense, defend such IP Claim and shall indemnify You for any losses, costs, damages, expenses, and liabilities, including court costs and reasonable legal fees, suffered or incurred by pay damages finally awarded against You in connection with any claimtherewith, demandincluding the reasonable fees and expenses of the attorneys engaged by Zendesk for such defense, suit, or proceeding as a result of, and/or for amounts paid by You under a court-approved settlement of, a Claim Against You; provided that You (a) You promptly give Us written notify Zendesk of the threat or notice of the Claim Against You upon Your obtaining knowledge of the such IP Claim; (b) give Us We will have the sole and exclusive control of the and authority to select defense attorneys, and settlement of the defend and/or settle any such IP Claim Against You (provided that however, We may shall not settle or compromise any Claim Against claim that results in liability or admission of any liability by You without your express Your prior written consent unless the settlement unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your partconsent); and (c) provide You fully cooperate with Zendesk in connection therewith. If use of a Service by You, Agents or End-Users has become, or, in Our opinion, is likely to Us all reasonable assistancebecome, the subject of any such IP Claim, We may, at Our option and expense. In the event of a Claim Against You, or if We reasonably believe the Infrastructure may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify procure for You the Infrastructure so that they no longer infringe or misappropriate, without breaching Our warranties under “Our Warranties” above, right to continue using the Service(s) as set forth hereunder; (ii) obtain replace or modify a license for Your continued use of the Infrastructure in accordance with this Agreement, Service to make it non-infringing; or (iii) if options (i) or (ii) are not commercially reasonable or practicable as determined by Zendesk, terminate Your Customer subscriptions subscription to the Service(s) and repay You, on a pro-rata basis, any Subscription Charges previously paid to Zendesk for the corresponding unused portion of Your Subscription Term for such Infrastructure upon 30 days’ written notice Service(s). We will have no liability or obligation under this Section 14.1 with respect to any IP Claim if such claim is caused in whole or in part by (x) compliance with designs, data, instructions or specifications provided by You; (y) modification of the Service(s) by anyone other than Zendesk or Zendesk Personnel; or (z) the combination, operation or use of the Service(s) with other hardware or software where a Service would not by itself be infringing. The provisions of this Section 14.1 state the sole, exclusive and refund entire liability of Zendesk to You any prepaid fees covering the remainder and constitute Your sole remedy with respect to an IP Claim brought by reason of the term access to or use of such Customer subscriptions after the effective date of terminationa Service by You, Agents or End-Users.

Indemnification by Us. We shall indemnify, defend, and hold will defend You harmless against any claim, demand, suit, suit or proceeding made or brought against You by a third party alleging that the use of the Infrastructure or On-Demand Services as permitted hereunder any Purchased Service infringes or misappropriates any patent, copyright, or other such third party’s intellectual property right of a third party or violates applicable law rights (a “Claim Against You”), and shall will indemnify You for from any losses, costs, damages, expenses, attorney fees and liabilities, including court costs and reasonable legal fees, suffered or incurred by finally awarded against You in connection with any claim, demand, suit, or proceeding as a result of, and/or or for amounts paid by You under a court-settlement approved settlement by Us in writing of, a Claim Against You; , provided that You (a) promptly give Us written notice of the Claim Against You upon Your obtaining knowledge of the Claim; You, (b) give Us sole control of the defense and settlement of the Claim Against You (provided except that We may not settle any Claim Against You without your express written consent unless the settlement it unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your partliability); , and (c) provide to give Us all reasonable assistance, at Our expense. In the event of If We receive information about an infringement or misappropriation claim related to a Claim Against You, or if We reasonably believe the Infrastructure may infringe or misappropriateService, We may in Our discretion and at no cost to You (i) modify the Infrastructure Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under “Our MIRAGE Warranties” above, (ii) obtain a license for Your continued use of the Infrastructure that Service in accordance with this Agreement, or (iii) terminate Your Customer subscriptions for such Infrastructure that Service upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply if (1) the allegation does not allege with specificity that our Services are the basis of the Claim Against You; (2) a Claim Against You arises from the use or combination of our Services or any part thereof with software, hardware, data, or processes not provided by Us, if our Services or use thereof would not infringe without such Customer subscriptions after combination; (3) a Claim Against You arises from Services under an Order Form for which there is no charge; (4) a Claim against you is based on traditional online storefront commerce functionality that is or was in general use in the effective date industry; or (5) a Claim Against You arises from Content, a Third Party Application or Your use of terminationthe Services in violation of this Agreement, the Documentation or applicable Order Forms.

Indemnification by Us. We shall indemnify, defend, and hold cause SFDC to defend You harmless against any claim, demand, suit, suit or proceeding made or brought against You by a third party alleging that the use of the Infrastructure or On-Demand Services as permitted hereunder any Service infringes or misappropriates any patent, copyright, or other such third party’s intellectual property right of a third party or violates applicable law rights (a “Claim Against You”), and shall indemnify You for from any losses, costs, damages, expenses, attorney fees and liabilities, including court costs and reasonable legal fees, suffered or incurred by finally awarded against You in connection with any claim, demand, suit, or proceeding as a result of, and/or or for amounts paid by You under a court-settlement, approved settlement by SFDC in writing of, a Claim Against You; provided that You (a) promptly give Us written notice of the Claim Against You upon Your obtaining knowledge of the Claim; You, (b) give Us Us, or as applicable, SFDC, sole control of the defense and settlement of the Claim Against You (provided that We or as applicable, SFDC, may not settle any Claim Against You without your express written consent unless the settlement it unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your partliability); , and (c) provide provides to Us or as applicable, SFDC, all reasonable assistance, at Our or as applicable, SFDC’s, expense. In the event of If We or as applicable, SFDC, receives information about an infringement or misappropriation claim related to a Claim Against YouService, SFDC may or if We reasonably believe the Infrastructure may infringe or misappropriate, We may request that SFDC in Our its discretion and at no cost to You (ix) modify the Infrastructure Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under “Section 10.2 (Our Warranties” above), (iiy) obtain a license for Your continued use of the Infrastructure that Service in accordance with this Agreement, or or, (iiiz) alternatively We may in Our discretion terminate Your Customer subscriptions for such Infrastructure that Service upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such Customer subscriptions after the effective date terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim Against You arises from Content, a Non-SFDC Application or Your breach of terminationthis Agreement, the Documentation, or applicable Order Forms.

Indemnification by Us. We shall indemnify, defend, and hold will defend You harmless against any claim, demand, suit, suit or proceeding made or brought against You by a third party alleging that the use of the Infrastructure or On-Demand Services as permitted hereunder any Service infringes or misappropriates any patent, copyright, or other such third party’s intellectual property right of a third party or violates applicable law rights (a “Claim Against You”), and shall will indemnify You for from any losses, costs, damages, expenses, attorney fees and liabilities, including court costs and reasonable legal fees, suffered or incurred by finally awarded against You in connection with any claim, demand, suit, or proceeding as a result of, and/or or for amounts paid by You under a court-settlement approved settlement by Us in writing of, a Claim Against You; , provided that You (a) promptly give Us written notice of the Claim Against You upon Your obtaining knowledge of the Claim; You, (b) give Us sole control of the defense and settlement of the Claim Against You (provided except that We may not settle any Claim Against You without your express written consent unless the settlement it unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your partliability); , and (c) provide to give Us all reasonable assistance, at Our expense. In If We receive information about an infringement or misappropriation claim related to the event of a Claim Against You, or if We reasonably believe the Infrastructure may infringe or misappropriateServices, We may in at Our discretion and at no cost to You (i) modify the Infrastructure Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under “Our ABBYY Warranties” above, (ii) obtain a license for Your continued use of the Infrastructure Services in accordance with this Agreement, or (iii) terminate Your Customer subscriptions for such Infrastructure the Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such Customer subscriptions after the effective date terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim Against You arises from Content, or from Your use of terminationthe Services in violation of this Agreement, the Documentation, or applicable Order Forms.

Indemnification by Us. We shall indemnify, defend, and hold will defend You harmless against any claim, demand, suit, suit or proceeding made or brought against You by a third party alleging that the use of the Infrastructure or On-Demand Services as permitted hereunder any Service that You purchased materially infringes or misappropriates any patent, copyright, or other such third party’s intellectual property right of a third party or violates applicable law rights (a “Claim Against You”), and shall will indemnify You for from any losses, costs, damages, expenses, reasonable attorney fees and liabilities, including court costs and reasonable legal fees, suffered or incurred by finally awarded against You in connection with any claim, demand, suit, or proceeding as a result of, and/or or for amounts paid by You under a court-settlement approved settlement by Us in writing of, a Claim Against You; , provided that You You: (a) promptly give Us written notice of the Claim Against You upon Your obtaining knowledge of the ClaimYou; (b) give Us sole control of the defense and settlement of the Claim Against You (provided except that We may not settle any Claim Against You without your express written consent unless the settlement it unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your partliability); and (c) provide to give Us all reasonable assistance, at Our expense. In The above defense and indemnification obligations do not apply to Your: (a) use of the event Services in violation of this Agreement, Services Schedule(s), the Documentation or applicable Order Forms; (b) to the extent that a Claim Against YouYou relates to Your willful misconduct or gross negligence; (c) relates to the incorporation of any Service or software that You purchased is combined, operated with or if We reasonably believe used with, any technology (including any software, hardware, firmware, system or network) or service not provided by Licensor or specified for Licensee’s use in the Infrastructure may infringe Documentation; and (d) relates to the modification of any Service or misappropriate, We may in Our discretion and at no cost to software that You purchased from Us other than: (i) modify the Infrastructure so that they no longer infringe by Us in connection with this Agreement; or misappropriate, without breaching Our warranties under “Our Warranties” above, (ii) obtain a license with Our express written authorization and in strict accordance with Licensor’s written directions and specification. If any Claim Against You is made or is reasonably likely to be made against You with respect to intellectual property rights infringement, We shall promptly and at Our own expense either: (a) procure for Your continued use the You the right to continue using and possessing the relevant intellectual property rights; or (b) modify or replace the infringing part of the Infrastructure in accordance with this Agreement, or (iii) terminate Your Customer subscriptions for such Infrastructure upon 30 days’ written notice intellectual property rights and refund to You any prepaid fees covering without adversely affecting the remainder functionality of the term Services as set out in this Agreement so as to avoid the infringement or alleged infringement, provided that if We, having used Our reasonable endeavours, neither of such Customer subscriptions after the effective date above can be accomplished on commercially reasonable terms, We shall (without prejudice to the indemnity above) refund the Fees paid by You in respect of terminationthe affected Services.

Indemnification by Us. We shall indemnify, defend, and hold will defend You harmless against any claim, demand, suit, suit or proceeding made or brought against You by a third party alleging that the use of the Infrastructure Services in accordance with this Agreement infringes a United States copyright or On-Demand Services as permitted hereunder infringes patent or misappropriates any patent, copyright, or other intellectual property right a trade secret of a such third party or violates applicable law (a “Claim Against You”), and shall will indemnify You for from any losses, costs, damages, expenses, reasonable attorneys’ fees and liabilities, including court costs and reasonable legal fees, suffered or incurred by finally awarded against You in connection with any claim, demand, suit, or proceeding as a result of, and/or or for amounts paid by You under a court-approved settlement of, a Claim Against You; , provided that You (a) promptly promptly, and in no case greater than fourteen (14) days after Your knowledge of such Claim Against You, give Us written notice of the Claim Against You upon Your obtaining knowledge of the Claim; You, (b) give Us sole control of the defense and settlement of the Claim Against You (provided except that We may not settle any Claim Against You without your express written consent unless the settlement it unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your partliability); , and (c) provide to Us with all reasonable necessary assistance, at Our expense. In If We receive information about an infringement or misappropriation claim related to the event of a Claim Against You, or if We reasonably believe the Infrastructure may infringe or misappropriateServices, We may in Our discretion and at no cost to You (i) modify the Infrastructure Services so that they are no longer infringe or misappropriate, without breaching Our warranties under “Our Warranties” aboveinfringing, (ii) obtain a license for Your continued use of the Infrastructure Services in accordance with this Agreement, or (iii) terminate Your Customer subscriptions Subscription for such Infrastructure the Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim Against You arises from Your breach of this Agreement, Your use of the unaltered Services subsequent to Our performance of Our obligations under this Section 9.1(i) or (iii), or Your use of the Services in combination with any software, data, or technology not supplied by Us (where there would be no claim, but for such Customer subscriptions after the effective date of terminationcombination).

Indemnification by Us. We shall indemnify, defend, and hold defend You harmless against any claim, demand, suit, or proceeding ("Claim") made or brought against You by a third party alleging that the use of the Infrastructure or On-Demand Purchased Services as permitted hereunder infringes or misappropriates any patent, copyright, or other the intellectual property right rights of a that third party or violates applicable law (a “Claim Against You”)party, and shall indemnify You for any lossesdamages finally awarded against You, costs, damages, expensesor those sums agreed to in a monetary settlement of such action, and liabilities, including court costs and for reasonable legal fees, suffered or fees incurred by You You, in connection with any claimsuch Claim; provided, demand, suit, or proceeding as a result of, and/or 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 upon Your obtaining knowledge of the Claim; (b) give Us sole control of the defense defence and settlement of the Claim Against You (provided that We may not settle any Claim Against You without your express written consent unless the settlement unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your partliability); and (c) provide to Us all reasonable assistance, at Our expense. In If the event Services become, or in Our reasonable opinion are likely to become, the subject of a Claim Against You, or if We reasonably believe the Infrastructure may infringe or misappropriateClaim, We may in may, at Our discretion option and at no cost to You expense, either (i) procure for You the right to continue using the allegedly infringing materials; (ii) replace or modify the Infrastructure same 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 Infrastructure in accordance with this Agreement, become non-infringing; or (iii) terminate Your Customer subscriptions for such Infrastructure upon 30 days’ written notice and refund right to You any prepaid fees covering the remainder use all or part of the term Services and give You a refund or credit for the fees You actually paid to Us for the prior twelve-month period for the relevant Services as of such Customer subscriptions after the effective date of termination. Notwithstanding the foregoing, We will have no obligation of defence or indemnification or otherwise with respect to any Claim based upon (w) any use of the Services not in accordance with this Agreement; (x) a Third-Party Application, (y) any modification of the Services made by or content provided by any person other than Us; (z) any continuation of the allegedly infringing activity after being notified thereof and provided modifications, replacements, or other remedies that would have avoided the alleged infringement.

Indemnification by Us. We shall indemnify, defend, and hold will defend You harmless against any claim, demand, suit, suit or proceeding made or brought against You by a third party alleging that the use of the Infrastructure or On-Demand Services as permitted hereunder a Purchased Service in accordance with this Agreement infringes or misappropriates any patent, copyright, or other such third party’s intellectual property right of a third party or violates applicable law rights (a “Claim Against You”), and shall will indemnify You for from any losses, costs, damages, expenses, attorney fees and liabilities, including court costs and reasonable legal fees, suffered or incurred by finally awarded against You in connection with any claim, demand, suit, or proceeding as a result of, and/or or 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 upon Your obtaining knowledge of the Claim; You, (b) give Us sole control of the defense and settlement of the Claim Against You (provided except that We may not settle any Claim Against You without your express written consent unless the settlement it unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your partliability); , and (c) provide to give Us all reasonable assistance, at Our expense. In the event of If We receive information about an infringement or misappropriation claim related to a Claim Against You, or if We reasonably believe the Infrastructure may infringe or misappropriateService, We may in Our discretion and at no cost to You You (i) modify the Infrastructure Service so that they it no longer infringe infringes or misappropriatemisappropriates, without breaching Our warranties under “Section 9.2 (Our Warranties” above), (ii) obtain a license for Your continued use of the Infrastructure that Service in accordance with this Agreement, or (iii) terminate Your Customer subscriptions for such Infrastructure that Service upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply if (1) the allegation does not state with specificity that our Services are the basis of the Claim Against You; (2) a Claim Against You arises from the use or combination of our Services or any part thereof with software, hardware, data, or processes not provided by Us, if our Services or use thereof would not infringe without such Customer subscriptions after combination; (3) a Claim Against You arises from Services under an Order Form for which there is no charge; or (4) a Claim Against You arises from Content, a Non-3radical Application or Your use of the effective date Services in violation of terminationthis Agreement, the Documentation or applicable Order Forms.

Indemnification by Us. We shall indemnify, defend, and hold will defend You harmless against any claim, demand, suit, suit or proceeding made or brought against You by a third party alleging that the use of the Infrastructure or On-Demand Services as permitted hereunder a Charket App in accordance with this Agreement infringes or misappropriates any patent, copyright, or other such third party’s intellectual property right of a third party or violates applicable law rights (a “"Claim Against You”"), and shall will indemnify You for from any losses, costs, damages, expenses, attorney fees and liabilities, including court costs and reasonable legal fees, suffered or incurred by finally awarded against You in connection with any claim, demand, suit, or proceeding as a result of, and/or or 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 upon Your obtaining knowledge of the Claim; (b) You, give Us sole control of the defense and settlement of the Claim Against You (provided except that We may not settle any Claim Against You without your express written consent unless the settlement it unconditionally releases You of all liability liability), and does not impose any obligations or require any affirmative action on Your part); and (c) provide to give Us all reasonable assistance, at Our expense. In the event of If We receive information about an infringement or misappropriation claim related to a Claim Against You, or if We reasonably believe the Infrastructure may infringe or misappropriateCharket App, We may in Our discretion and at no cost to You (i) modify the Infrastructure app so that they it no longer infringe infringes or misappropriatemisappropriates, without breaching Our warranties under “Section.8.2 (Our Warranties” above), (ii) obtain a license for Your continued use of the Infrastructure that app in accordance with this Agreement, or (iii) terminate Your Customer subscriptions for such Infrastructure that app upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such Customer subscriptions after the effective date terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim Against You arises from Your breach of terminationthis Agreement.

Indemnification by Us. We shall indemnify, defend, and hold will defend You harmless against any claim, demand, suit, suit or proceeding made or brought against You by a third party alleging that the use of the Infrastructure or On-Demand Services as permitted hereunder a Purchased Service in accordance with this Agreement infringes or misappropriates any patent, copyright, or other such third party’s intellectual property right of a third party or violates applicable law rights (a “Claim Against You”), and shall will indemnify You for from any losses, costs, damages, expenses, attorney fees and liabilities, including court costs and reasonable legal fees, suffered or incurred by finally awarded against You in connection with any claim, demand, suit, or proceeding as a result of, and/or or 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 upon Your obtaining knowledge of the Claim; You, (b) give Us sole control of the defense and settlement of the Claim Against You (provided except that We may not settle any Claim Against You without your express written consent unless the settlement it unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your partliability); , and (c) provide to give Us all reasonable assistance, at Our expense. In the event of If We receive information about an infringement or misappropriation claim related to a Claim Against You, or if We reasonably believe the Infrastructure may infringe or misappropriateService, We may in Our discretion and at no cost to You (i) modify the Infrastructure Service so that they it no longer infringe infringes or misappropriatemisappropriates, without breaching Our warranties under “Section 9.2 (Our Warranties” above), (ii) obtain a license for Your continued use of the Infrastructure that Service in accordance with this Agreement, or (iii) terminate Your Customer subscriptions for such Infrastructure that Service upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such Customer subscriptions after the effective date terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim Against You arises from Content, a Non-ManyWho Application or Your breach of terminationthis Agreement.

Indemnification by Us. Subject to section 15.2 below, We shall indemnify, defend, and hold defend You harmless against any claim, demand, suit, suit or proceeding made or brought against You by a third party alleging that the use of the Infrastructure or On-Demand Purchased Services as permitted hereunder infringes or misappropriates any patent, copyright, or other the intellectual property right rights of a third party or violates applicable law in the United States of America and the European Economic Area (a “Claim Against You”), and shall indemnify You be responsible for payment of any losses, costs, damages, expenses, and liabilities, including court costs and reasonable legal fees, suffered or incurred by finally awarded against You in connection with any claim, demand, suit, or proceeding as a result of, and/or and for amounts paid by You under a court-approved settlement of, a Claim Against You and for any reasonably legal fees incurred in connection with Our defense of the Claim Against You; provided that You (a) promptly give Us written notice of the Claim Against You upon Your obtaining knowledge of the Claim; You, (b) give gives Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You without your express written consent unless the settlement unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your partliability); and , (c) provide to Us all reasonable assistance, at Our expense; and (d) use reasonable endeavors to mitigate any losses in connection with such claims. In the event of a Claim Against You, or if We reasonably believe the Infrastructure Purchased Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Infrastructure Purchased 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 Infrastructure Purchased Services in accordance with this Agreement, or (iii) terminate Your Customer User subscriptions for such Infrastructure Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such Customer User subscriptions after the effective date of termination.

Indemnification by Us. We shall indemnify, defend, and hold will defend You harmless against any claim, demand, suit, suit or proceeding made or brought against You by a third party alleging that the use of the Infrastructure or On-Demand Services as permitted hereunder Licensed SOFTWARE in accordance with this Agreement infringes or misappropriates any patent, copyright, or other such third party’s intellectual property right of a third party or violates applicable law rights (a “Claim Against You”), and shall will indemnify You for from any losses, costs, damages, expenses, attorney fees and liabilities, including court costs and reasonable legal fees, suffered or incurred by finally awarded against You in connection with any claim, demand, suit, or proceeding as a result of, and/or or 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 upon Your obtaining knowledge of the Claim; You, (b) give Us sole control of the defense and settlement of the Claim Against You (provided except that We may not settle any Claim Against You without your express written consent unless the settlement it unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your partliability); , and (c) provide to give Us all reasonable assistance, at Our expense. In the event of a Claim Against You, If We receive information about an infringement or if We reasonably believe the Infrastructure may infringe or misappropriatemisappropriation claim related to SOFTWARE, We may in Our discretion and at no cost to You (i) modify the Infrastructure SOFTWARE so that they it no longer infringe infringes or misappropriatemisappropriates, without breaching Our warranties under “Section 9.2 (Our Warranties” above), (ii) obtain a license for Your continued use of the Infrastructure that SOFTWARE in accordance with this Agreement, or (iii) terminate Your Customer subscriptions for such Infrastructure that SOFTWARE upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such Customer subscriptions after the effective date terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim Against You arises from Content, a Third-Party Application or Your breach of terminationthis Agreement.

Indemnification by Us. We shall indemnify, defend, and hold defend You harmless against any claim, demand, suit, or proceeding ("Claim") made or brought against You by a third party alleging that the use of the Infrastructure or On-Demand Purchased Services as permitted hereunder infringes or misappropriates any patent, copyright, or other the intellectual property right rights of a that third party or violates applicable law (a “Claim Against You”)party, and shall indemnify You for any lossesdamages finally awarded against You, costs, damages, expensesor those sums agreed to in a monetary settlement of such action, and liabilities, including court costs and for reasonable legal fees, suffered or fees incurred by You You, in connection with any claimsuch Claim; provided, demand, suit, or proceeding as a result of, and/or 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 upon Your obtaining knowledge of the Claim; Claim; (b) give Us sole control of the defense defence and settlement of the Claim Against You (provided that We may not settle any Claim Against You without your express written consent unless the settlement unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your part); liability); and (c) provide to Us all reasonable assistance, at Our expense. In If the event Services become, or in Our reasonable opinion are likely to become, the subject of a Claim Against You, or if We reasonably believe the Infrastructure may infringe or misappropriateClaim, We may in may, at Our discretion option and at no cost to You expense, either (i) procure for You the right to continue using the allegedly infringing materials; (ii) replace or modify the Infrastructure same 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 Infrastructure in accordance with this Agreement, become non­infringing; or (iii) terminate Your Customer subscriptions for such Infrastructure upon 30 days’ written notice and refund right to You any prepaid fees covering the remainder use all or part of the term Services and give You a refund or credit for the fees You actually paid to Us for the prior twelve­month period for the relevant Services as of such Customer subscriptions after the effective date of termination. Notwithstanding the foregoing, We will have no obligation of defence or indemnification or otherwise with respect to any Claim based upon (w) any use of the Services not in accordance with this Agreement; (x) a Third­Party Application, (y) any modification of the Services made by or content provided by any person other than Us; (z) any continuation of the allegedly infringing activity after being notified thereof and provided modifications, replacements, or other remedies that would have avoided the alleged infringement.

Indemnification by Us. We shall indemnify, defend, and hold defend You harmless against any claim, demand, suit, or proceeding made or brought against You by a third party alleging that the use of the Infrastructure or On-Demand Services Purchased “The Omotenashi” as permitted hereunder infringes or misappropriates any patent, copyright, or other the intellectual property right rights of a third party or violates applicable law (a “Claim Against You”), and shall indemnify You for any losses, costs, damages, expenses, attorney fees and liabilities, including court costs and reasonable legal fees, suffered or incurred by finally awarded against You in connection with any claim, demand, suit, or proceeding as a result of, and/or and for amounts paid by You under a court-court approved settlement of, a Claim Against You; provided that You You: (a) promptly give Us written notice of the Claim Against You upon Your obtaining knowledge of the ClaimYou; (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 without your express written consent unless the settlement unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your partliability); and (c) provide to Us all reasonable assistance, at Our expense. In the event of a Claim Against YouIf We receive information regarding an infringement , misappropriation or if We reasonably believe the Infrastructure may infringe or misappropriate, other claim We may in Our discretion discretion, and at no cost to You you (i) modify the Infrastructure “The Omotenashi”, so that they no longer infringe misappropriate or misappropriategive rise to any other claim, without breaching Our warranties under “Our Warranties” above, (ii) obtain a license for Your continued use of the Infrastructure subject “The Omotenashi” in accordance with this Agreement, or (iii) terminate Your Customer subscriptions for such Infrastructure “The Omotenashi” upon 30 days’ 14 days‟ written notice and refund to You any prepaid fees covering the remainder of the term of the terminated subscriptions, or (iv) require You to immediately, upon receipt of notice from Us, discontinue all use of any Indexed Content or Your Data that may be related to an actual or potential infringement, misappropriation or other claim, to the extent not prohibited by law, delete from Your systems any such Customer subscriptions after Indexed Content or delete or permit Us to delete from “The Omotenashi”, any of Your Data, in each case within five days of receipt of notice from Us. You shall, if so requested by Us, certify such deletion and discontinuance of use in writing. We shall be authorized to provide a copy of such certification to the effective date third party claimant. We shall have no obligation to indemnify You to the extent any Claim Against You arises from Indexed Content, a Third-Party Social Platform, Your breach of terminationthe terms of this Agreement or actions of a third party hosting provider.

Indemnification by Us. We shall indemnify, defend, will indemnify and hold You harmless from and against any claim, demand, suit, or proceeding made or claim brought against You by a third party against You by reason of Your use of a Service as permitted hereunder, alleging that the use of the Infrastructure or On-Demand Services as permitted hereunder such Service infringes or misappropriates any a third party’s valid patent, copyright, trademark or other intellectual property right of a third party or violates applicable law trade secret (a an “Claim Against YouIP Claim”). We shall, at Our expense, defend such IP Claim and shall indemnify You for any losses, costs, damages, expenses, and liabilities, including court costs and reasonable legal fees, suffered or incurred by pay damages finally awarded against You in connection with any claimtherewith, demandincluding the reasonable fees and expenses of the attorneys engaged by Zendesk for such defense, suit, or proceeding as a result of, and/or for amounts paid by You under a court-approved settlement of, a Claim Against You; provided that You (a) You promptly give Us written notify Zendesk of the threat or notice of the Claim Against You upon Your obtaining knowledge of the such IP Claim; (b) give Us We will have the sole and exclusive control of the and authority to select defense attorneys, and settlement of the defend and/or settle any such IP Claim Against You (provided that however, We may shall not settle or compromise any Claim Against claim that results in liability or admission of any liability by You without your express Your prior written consent unless the settlement unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your partconsent); and (c) provide You fully cooperate with Zendesk in connection therewith. If use of a Service by You, Agents or End- Users has become, or, in Our opinion, is likely to Us all reasonable assistancebecome, the subject of any such IP Claim, We may, at Our option and expense. In the event of a Claim Against You, or if We reasonably believe the Infrastructure may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify procure for You the Infrastructure so that they no longer infringe or misappropriate, without breaching Our warranties under “Our Warranties” above, right to continue using the Service(s) as set forth hereunder; (ii) obtain replace or modify a license for Your continued use of the Infrastructure in accordance with this Agreement, Service to make it non-infringing; or (iii) if options (i) or (ii) are not commercially reasonable or practicable as determined by Zendesk, terminate Your Customer subscriptions subscription to the Service(s) and repay You, on a pro-rata basis, any Subscription Charges previously paid to Zendesk for the corresponding unused portion of Your Subscription Term for such Infrastructure upon 30 days’ written notice Service(s). We will have no liability or obligation under this Section 14.1 with respect to any IP Claim if such claim is caused in whole or in part by (x) compliance with designs, data, instructions or specifications provided by You; (y) modification of the Service(s) by anyone other than Zendesk or Zendesk Personnel; or (z) the combination, operation or use of the Service(s) with other hardware or software where a Service would not by itself be infringing. The provisions of this Section 14.1 state the sole, exclusive and refund entire liability of Zendesk to You any prepaid fees covering the remainder and constitute Your sole remedy with respect to an IP Claim brought by reason of the term access to or use of such Customer subscriptions after the effective date of terminationa Service by You, Agents or End-Users.

Indemnification by Us. We shall indemnify, defend, and hold will defend You harmless against any claim, demand, suit, suit or proceeding made or brought against You by a third party alleging that the use of the Infrastructure or On-Demand Services as permitted hereunder a Service in accordance with this Agreement infringes or misappropriates any patent, copyright, or other such third party’s intellectual property right of a third party or violates applicable law rights (a “Claim Against You”), and shall will indemnify You for from any losses, costs, damages, expenses, attorney fees and liabilities, including court costs and reasonable legal fees, suffered or incurred by finally awarded against You in connection with any claim, demand, suit, or proceeding as a result of, and/or or for amounts paid by You under a court-approved in settlement of, a Claim Against You; , provided that You (a) promptly give Us written notice of the Claim Against You upon Your obtaining knowledge of the Claim; You, (b) give Us sole control of the defense and settlement of the Claim Against You (provided except that We may not settle any Claim Against You without your express written consent unless the settlement it unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your partliability); , and (c) provide to give Us all reasonable assistance, at Our expense. In the event of If We receive information about an infringement or misappropriation claim related to a Claim Against You, or if We reasonably believe the Infrastructure may infringe or misappropriateService, We may in Our discretion and at no cost to You (i) modify the Infrastructure 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 Infrastructure that Service in accordance with this Agreement, or (iii) terminate Your Customer subscriptions for such Infrastructure that Service upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply if (1) the allegation does not specifically state that the Services are the basis of the Claim Against You, or (2) a Claim Against You arises from the use or combination of the Services or any part thereof with software, hardware, data, or processes not provided by Us, if the Services or use thereof would not infringe without such Customer subscriptions after the effective date of terminationcombination.

Indemnification by Us. We shall indemnify, defend, and hold agree to defend You harmless at Our expense against any claim, demand, suit, or proceeding made or brought against You by a third party alleging that the Your use of the Infrastructure Hardware or On-Demand Services as permitted hereunder in accordance with the Documentation directly infringes or misappropriates any patent, copyright, or other intellectual property right of a third party party’s United States copyrights or violates applicable law trade secrets (a “"Claim Against You”"), and shall agree to indemnify You for any losses, costs, damages, expenses, and liabilities, including damages that a court costs and reasonable legal fees, suffered may finally award against You for such misappropriation or incurred by You in connection with any claim, demand, suit, or proceeding as a result of, and/or for amounts paid by You under a court-approved settlement of, a Claim Against Youinfringement; provided that You (ai) promptly give notify Us written notice in writing of the Claim Against You upon Your obtaining knowledge of the ClaimYou; (bii) give Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You without your express written consent unless the settlement unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your partliability); and (ciii) provide to Us all reasonable assistance, assistance in the defense or settlement of such Claim Against You; and (iv) are not in material breach of this agreement at Our expensethe time of the Claim Against You. In the event of a Claim Against You, or if We reasonably believe the Infrastructure may infringe or misappropriatea Claim Against You is reasonably likely, We may in Our discretion and at no cost to You (ia) modify the Infrastructure Hardware or Services so that they no longer infringe or misappropriateinfringe, without breaching Our warranties under “Our Warranties” above, (iib) obtain a license secure for Your You the right to continued use of the Infrastructure Hardware or Services in accordance with this Agreement, or (iiic) terminate Your Customer subscriptions for such Infrastructure upon 30 days’ written notice this Agreement and refund to You any prepaid fees covering the remainder of the term of such Customer Clock Services or User subscriptions after the effective date of termination. The foregoing obligation under this Section 10.1 does not apply to the extent the Claim Against You arises from (1) Your use of the Hardware or Services other than as permitted under this Agreement or as specified in the Documentation; (2) the combination, operation, or use of the Hardware or Services with any Non-Journyx Applications; (3) any modification of the Hardware or Services other than by Us; (4) Your failure to timely implement any modifications, upgrades, replacements or enhancements that We make available to You; (5) Our use of any instruction, information, designs, specifications or other materials that You provide to Us (including source code or applications that You have developed); (6) Your use of the Hardware or Services in the practice of a process; or (7) Your Data.

Indemnification by Us. We shall To the fullest extent permitted by law, we agree to indemnify, defenddefend and hold harmless you, your Affiliates, and hold You harmless against any claimyour and their respective shareholders, demanddirectors, suitofficers, or proceeding made or brought against You by a third party alleging that the use of the Infrastructure or On-Demand Services as permitted hereunder infringes or misappropriates any patentemployees, copyrightagents, or other intellectual property right of a third party or violates applicable law representatives, successors and assigns (a “Claim Against YouYour Indemnified Parties”)) from and against, and shall indemnify You to reimburse any one or more of Your Indemnified Parties for any lossesand all claims, costs, damages, expenses, obligations and liabilities, including court costs and reasonable legal fees, suffered damages directly or incurred indirectly arising out of: (1) the business conducted by You in connection with any claim, demand, suit, or proceeding as a result of, and/or 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 upon Your obtaining knowledge of the Claim; (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 without your express written consent unless the settlement unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your part); and (c) provide us pursuant to Us all reasonable assistance, at Our expense. In the event of a Claim Against You, or if We reasonably believe the Infrastructure may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Infrastructure so that they no longer infringe or misappropriate, without breaching Our warranties under “Our Warranties” abovethis Agreement, (ii2) obtain a license for Your continued use our breach of the Infrastructure in accordance with this Agreement, or (iii3) terminate our non-compliance or alleged non-compliance with any law, ordinance, rule or regulation. For purposes of this indemnification, “claims” include all obligations, damages (actual, consequential, punitive or otherwise) and costs that any Your Customer subscriptions for such Infrastructure upon 30 daysIndemnified Party reasonably incurs in defending any claim against it, including, without limitation, reasonable accountants’, arbitrators’, attorneys’ written notice and refund expert witness’ fees, costs of investigation and proof of facts, court costs, travel and living expenses and other expenses of litigation, arbitration or alternative dispute resolution, regardless of whether litigation or alternative dispute resolution is commenced. Each Your Indemnified Party may defend and control the defense of any claim against it which is subject to You this indemnification at our expense, and we may not settle any prepaid fees covering claim or take any other remedial, corrective or other actions relating to any claim without your consent. This indemnity will continue in full force and effect subsequent to and notwithstanding this Agreement’s expiration or termination. A Your Indemnified Party need Regional Developer Agreement 04/12 C-22 not seek recovery from an insurer or other third party, or otherwise mitigate its losses and expenses, in order to maintain and recover fully a claim against us. We agree that a failure to pursue a recovery or mitigate a loss will not reduce or alter the remainder of the term of such Customer subscriptions after the effective date of terminationamounts that a Your Indemnified Party may recover from us.

Indemnification by Us. We shall indemnifySubject to the limitations of liability provided in Section 14 (“Limitations of Liability”), defendwe will indemnify You from any damages, attorney fees and hold costs finally awarded against You harmless against any by a court of competent jurisdiction as a result of, or for amounts paid by You under a settlement approved by us in writing of, a claim, demand, suit, suit or proceeding made or brought against You by a third party alleging that the use of the Infrastructure or On-Demand Services as permitted hereunder Software infringes or misappropriates any patent, copyright, or other such third party’s intellectual property right of a third party or violates applicable law rights (a “Claim Against You”), and shall indemnify You for any losses, costs, damages, expenses, and liabilities, including court costs and reasonable legal fees, suffered or incurred by You in connection with any claim, demand, suit, or proceeding as a result of, and/or for amounts paid by You under a court-approved settlement of, a Claim Against You; provided that You (a) promptly give Us us written notice of the Claim Against You upon Your obtaining knowledge of the Claim; You, (b) give Us us sole control of the defense and settlement of the Claim Against You (provided except that We we may not settle any Claim Against You without your express written consent unless the settlement it unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your partliability); , and (c) provide to Us give us all reasonable assistance, at Our our expense. In Without limiting the event of a Claim Against Youforegoing, if we receive information about an infringement or if We reasonably believe misappropriation claim related to the Infrastructure may infringe or misappropriateSoftware, We we may in Our our discretion and at no cost to You (i) modify the Infrastructure Software so that they it is no longer claimed to infringe or misappropriate, without breaching Our warranties under “Our Warranties” aboveaffecting our Limited Warranty, (ii) obtain a license for Your continued use of the Infrastructure Software in accordance with this Agreement, or (iii) terminate Your Customer subscriptions for such Infrastructure upon 30 days’ written notice the License and this Agreement and refund to You any the prepaid fees covering applicable to the remainder remaining of Your Update Period, as applicable (on a pro rata basis). The above indemnification obligations do not apply if (1) the allegation does not state with specificity that our Software is the basis of the term Claim Against You; (2) a Claim Against You arises from the use or combination of our Software with software, hardware, data, or processes not provided by us, if our Software or use thereof would not infringe without such Customer subscriptions after combination; or (3) a Claim Against You arises from Your use of the effective date Software in violation of terminationthis Agreement, the Documentation, applicable Addendums or applicable laws. The foregoing remedies are Devolutions’ sole and exclusive liability and Your sole and exclusive remedies for any potential or actual intellectual property infringement by the Software.

Indemnification by Us. We shall indemnify, defend, and hold will defend You harmless against any claim, demand, suit, suit or proceeding made or brought against You by a third party alleging that the use of the Infrastructure or On-Demand Services as permitted hereunder a Purchased Service in accordance with this Agreement infringes or misappropriates any patent, copyright, or other such third party’s intellectual property right of a third party or violates applicable law rights (a “Claim Against You”), and shall will indemnify You for from any losses, costs, damages, expenses, attorney fees and liabilities, including court costs and reasonable legal fees, suffered or incurred by finally awarded against You in connection with any claim, demand, suit, or proceeding as a result of, and/or or 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 upon Your obtaining knowledge of the Claim; You, (b) give Us sole control of the defense and settlement of the Claim Against You (provided except that We may not settle any Claim Against You without your express written consent unless the settlement it unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your partliability); , and (c) provide to give Us all reasonable assistance, at Our expense. In the event of If We receive information about an infringement or misappropriation claim related to a Claim Against You, or if We reasonably believe the Infrastructure may infringe or misappropriateService, We may in Our discretion and at no cost to You (i) modify the Infrastructure Service so that they it no longer infringe infringes or misappropriatemisappropriates, without breaching Our warranties under “Section 9.2 (Our Warranties” above), (ii) obtain a license for Your continued use of the Infrastructure that Service in accordance with this Agreement, or (iii) terminate Your Customer subscriptions for such Infrastructure that Service upon 30 thirty (30) days’ written notice and refund to You any prepaid fees covering the remainder of the term of such Customer subscriptions after the effective date terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim Against You arises from: (A) a Third Party Application, (B) Your Services Data or Content, or (C) Your breach of termination.this Agreement. This

Indemnification by Us. We shall indemnify, defend, and hold will defend You harmless against any claim, demand, suit, suit or proceeding made or brought against You by a third party alleging that the use of the Infrastructure or On-Demand a Purchased Services as permitted hereunder in accordance with this Agreement infringes or misappropriates any patent, copyright, or other such third party’s intellectual property right of a third party or violates applicable law rights (a “Claim Against You”), and shall will indemnify You for from any losses, costs, damages, expenses, attorney fees and liabilities, including court costs and reasonable legal fees, suffered or incurred by finally awarded against You in connection with any claim, demand, suit, or proceeding as a result of, and/or or 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 upon Your obtaining knowledge of the Claim; You, (b) give Us sole control of the defense and settlement of the Claim Against You (provided except that We may not settle any Claim Against You without your express written consent unless the settlement it unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your partliability); , and (c) provide to give Us all reasonable assistance, at Our expense. In If We receive information about an infringement or misappropriation claim related to the event of a Claim Against You, or if We reasonably believe the Infrastructure may infringe or misappropriateServices, We may in Our discretion and at no cost to You (i) modify the Infrastructure Services so that they no longer infringe infringes or misappropriatemisappropriates, without breaching Our warranties under “Section 8.1 (Our Warranties” above), (ii) obtain a license for Your continued use of the Infrastructure Services in accordance with this Agreement, or (iii) terminate Your Customer subscriptions for such Infrastructure the Services or impacted portion of the Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such Customer subscriptions after the effective date terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim Against You arises from Third Party Applications or Your breach of terminationthis Agreement.

Indemnification by Us. We shall indemnify, defend, and hold will defend You harmless against any claim, demand, suit, suit or proceeding made or brought against You by a third party alleging that the use of the Infrastructure or On-Demand Services as permitted hereunder a Service in accordance with this Agreement infringes or misappropriates any patent, copyright, or other such third party’s intellectual property right of a third party or violates applicable law rights (a “Claim Against You”), and shall will indemnify You for from any losses, costs, damages, expenses, attorney fees and liabilities, including court costs and reasonable legal fees, suffered or incurred by finally awarded against You in connection with any claim, demand, suit, or proceeding as a result of, and/or or for amounts paid by You under a court-approved in settlement of, a Claim Against You; , provided that You (a) promptly give Us written notice of the Claim Against You upon Your obtaining knowledge of the Claim; You, (b) give Us sole control of the defense and settlement of the Claim Against You (provided except that We may not settle any Claim Against You without your express written consent unless the settlement it unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your partliability); , and (c) provide to give Us all reasonable assistance, at Our expense. In the event of If We receive information about an infringement or misappropriation claim related to a Claim Against You, or if We reasonably believe the Infrastructure may infringe or misappropriateService, We may in Our discretion and at no cost to You (i) modify the Infrastructure 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 Infrastructure that Service in accordance with this Agreement, or (iii) terminate Your Customer subscriptions for such Infrastructure that Service upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply if (1) the allegation does not specifically state that the Services are the basis of the Claim Against You, (2) a Claim Against You arises from the use or combination of the Services or any part thereof with software, hardware, data, or processes not provided by Us, if the Services or use thereof would not infringe without such Customer subscriptions after combination, (3) a Claim Against You arises from a Non-Certinia Application or Your (or Your User’s) breach of this Agreement, the effective date Documentation or an applicable Order Form, or (4) the Claim Against You could have been avoided if You had timely implemented a generally available update, release, patch or other modification to the Services made available by Us or Salesforce (with respect to the Salesforce Platform part of terminationthe Services).

Indemnification by Us. We shall indemnify, defend, and hold will defend You harmless against any claim, demand, suit, suit or proceeding made or brought against You by a third party alleging that the use of the Infrastructure or On-Demand Services as permitted hereunder a Service in accordance with this Agreement infringes or misappropriates any patent, copyright, or other such third party’s intellectual property right of a third party or violates applicable law rights (a “Claim Against You”), and shall will indemnify You for from any losses, costs, damages, expenses, attorney fees and liabilities, including court costs and reasonable legal fees, suffered or incurred by finally awarded against You in connection with any claim, demand, suit, or proceeding as a result of, and/or or for amounts paid by You under a court-approved in settlement of, a Claim Against You; , provided that You (a) promptly give Us written notice of the Claim Against You upon Your obtaining knowledge of the Claim; You, (b) give Us sole control of the defense and settlement of the Claim Against You (provided except that We may not settle any Claim Against You without your express written consent unless the settlement it unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your partliability); , and (c) provide to give Us all reasonable assistance, at Our expense. In the event of If We receive information about an infringement or misappropriation claim related to a Claim Against You, or if We reasonably believe the Infrastructure may infringe or misappropriateService, We may in Our discretion and at no cost to You (i) modify the Infrastructure 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 Infrastructure that Service in accordance with this Agreement, or (iii) terminate Your Customer subscriptions for such Infrastructure that Service upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply if (1) the allegation does not specifically state that the Services are the basis of the Claim Against Customer, or (2) a Claim Against Customer arises from the use or combination of the Services or any part thereof with software, hardware, data, or processes not provided by FF, if the Services or use thereof would not infringe without such Customer subscriptions after the effective date of terminationcombination.

Indemnification by Us. We shall will indemnify, defend, defend and hold You harmless from and against any claim, demand, suit, or proceeding made or claim brought against You by a third party against You by reason of Your use of a Service as permitted hereunder, alleging that the use of the Infrastructure or On-Demand Services as permitted hereunder such Service infringes or misappropriates any a third party’s valid patent, copyright, trademark or other intellectual property right of a third party or violates applicable law trade secret (a an “Claim Against YouIP Claim”). We shall, at Our expense, defend such IP Claim and shall indemnify You for any losses, costs, damages, expenses, and liabilities, including court costs and reasonable legal fees, suffered or incurred by pay damages finally awarded against You in connection with any claimtherewith, demandincluding the reasonable fees and expenses of the attorneys engaged by BoatTrack for such defense, suit, or proceeding as a result of, and/or for amounts paid by You under a court-approved settlement of, a Claim Against You; provided that You (a) You promptly give Us written notify BoatTrack of the threat or notice of the Claim Against You upon Your obtaining knowledge of the such IP Claim; (b) give Us We will have the sole and exclusive control of the and authority to select defense attorneys, and settlement of the defend and/or settle any such IP Claim Against You (provided that however, We may shall not settle or compromise any Claim Against claim that results in liability or admission of any liability by You without your express Your prior written consent unless the settlement unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your partconsent); and (c) provide You fully cooperate with BoatTrack in connection therewith. If use of a Service by You, Agents or End-Users has become, or, in Our opinion, is likely to Us all reasonable assistancebecome, the subject of any such IP Claim, We may, at Our option and expense. In the event of a Claim Against You, or if We reasonably believe the Infrastructure may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify procure for You the Infrastructure so that they no longer infringe or misappropriate, without breaching Our warranties under “Our Warranties” above, right to continue using the Service(s) as set forth hereunder; (ii) obtain replace or modify a license for Your continued use of the Infrastructure in accordance with this Agreement, Service to make it non-infringing; or (iii) if options (i) or (ii) are not commercially reasonable or practicable as determined by BoatTrack, terminate Your Customer subscriptions subscription to the Service(s) and repay You, on a pro-rata basis, any Subscription Charges previously paid to BoatTrack for the corresponding unused portion of Your Subscription Term for such Infrastructure upon 30 days’ written notice Service(s). We will have no liability or obligation under this Section 14.1 with respect to any IP Claim if such claim is caused in whole or in part by (x) compliance with designs, data, instructions or specifications provided by You; (y) modification of the Service(s) by anyone other than BoatTrack or BoatTrack Personnel; or (z) the combination, operation or use of the Service(s) with other hardware or software where a Service would not by itself be infringing. The provisions of this Section 14.1 state the sole, exclusive and refund entire liability of BoatTrack to You any prepaid fees covering the remainder and constitute Your sole remedy with respect to an IP Claim brought by reason of the term access to or use of such Customer subscriptions after the effective date of terminationa Service by You, Agents or End-Users.

Indemnification by Us. We shall indemnify, defend, and hold will defend You harmless against any claim, demand, suit, suit or proceeding made or brought against You by a third party alleging that the use of the Infrastructure or On-Demand Services as permitted hereunder any Service infringes or misappropriates any patent, copyright, or other such third party’s intellectual property right of a third party or violates applicable law rights (a “Claim Against You”), and shall will indemnify You for from any losses, costs, damages, expenses, attorney fees and liabilities, including court costs and reasonable legal fees, suffered or incurred by finally awarded against You in connection with any claim, demand, suit, or proceeding as a result of, and/or or for amounts paid by You under a court-settlement approved settlement by Us in writing of, a Claim Against You; , provided that You (a) promptly give Us written notice of the Claim Against You upon Your obtaining knowledge of the Claim; You, (b) give Us sole control of the defense and settlement of the Claim Against You (provided except that We may not settle any Claim Against You without your express written consent unless the settlement it unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your partliability); , and (c) provide to give Us all reasonable assistance, at Our expense. In the event of If We receive information about an infringement or misappropriation claim related to a Claim Against You, or if We reasonably believe the Infrastructure may infringe or misappropriateService, We may in Our discretion and at no cost to You (i) modify the Infrastructure Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under “Our Vincere Warranties” above, (ii) obtain a license for Your continued use of the Infrastructure in accordance that Service inaccordance with this Agreement, or (iii) terminate Your Customer subscriptions for such Infrastructure that Service upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such Customer subscriptions after the effective date terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim Against You arises from Content, a Non-Vincere Application or Your use of terminationthe Services in violation of this Agreement, the Documentation or applicable Order Forms.

Indemnification by Us. We shall indemnify, defend, and hold will defend You harmless against any claim, demand, suit, suit or proceeding made or brought against You by a third party alleging that the use of the Infrastructure or On-Demand Services as permitted hereunder any Service infringes or misappropriates any patent, copyright, or other such third party’s intellectual property right of a third party or violates applicable law rights (a “Claim Against You”), and shall will indemnify You for from any losses, costs, damages, expenses, attorney fees and liabilities, including court costs and reasonable legal fees, suffered or incurred by finally awarded against You in connection with any claim, demand, suit, or proceeding as a result of, and/or or for amounts paid by You under a court-settlement approved settlement by Us in writing of, a Claim Against You; , provided that You (a) promptly give Us written notice of the Claim Against You upon Your obtaining knowledge of the Claim; You, (b) give Us sole control of the defense and settlement of the Claim Against You (provided except that We may not settle any Claim Against You without your express written consent unless the settlement it unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your partliability); , and (c) provide to give Us all reasonable assistance, at Our expense. In the event of If We receive information about an infringement or misappropriation claim related to a Claim Against You, or if We reasonably believe the Infrastructure may infringe or misappropriateService, We may in Our discretion and at no cost to You (i) modify the Infrastructure Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under “Our iFOLIO Warranties” above, (ii) obtain a license for Your continued use of the Infrastructure that Service in accordance with this Agreement, or (iii) terminate Your Customer subscriptions for such Infrastructure that Service upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such Customer subscriptions after the effective date terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim Against You arises from Content, a Non-iFOLIO Applications or Your use of terminationthe Services or in violation of this Agreement, the Documentation or applicable Order Forms.

Indemnification by Us. We shall indemnify, defend, and hold will defend You harmless against any claim, demand, suit, suit or proceeding made or brought against You by a third party alleging that the use of the Infrastructure or On-Demand Services as permitted hereunder any Service infringes or misappropriates any patent, copyright, or other such third party’s intellectual property right of a third party or violates applicable law rights (a “Claim Against You”), and shall will indemnify You for from any losses, costs, damages, expenses, attorney fees and liabilities, including court costs and reasonable legal fees, suffered or incurred by finally awarded against You in connection with any claim, demand, suit, or proceeding as a result of, and/or or for amounts paid by You under a court-settlement approved settlement by Us in writing of, a Claim Against You; , provided that You (a) promptly give Us written notice of the Claim Against You upon Your obtaining knowledge of the Claim; You, (b) give Us sole control of the defense and settlement of the Claim Against You (provided except that We may not settle any Claim Against You without your express written consent unless the settlement it unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your partliability); , and (c) provide to give Us all reasonable assistance, at Our expense. In the event of If We receive information about an infringement or misappropriation claim related to a Claim Against You, or if We reasonably believe the Infrastructure may infringe or misappropriateService, We may in Our discretion and at no cost to You (i) modify the Infrastructure Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under “Our CommissionTrac Warranties” above, (ii) obtain a license for Your continued use of the Infrastructure that Service in accordance with this Agreement, or (iii) terminate Your Customer subscriptions for such Infrastructure that Service upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such Customer subscriptions after the effective date terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim Against You arises from Content, a Non- CommissionTrac Application or Your use of terminationthe Services in violation of this Agreement, the Documentation or applicable Order Forms.

Indemnification by Us. We shall indemnify, defend, and hold will defend You harmless against any claim, demand, suit, suit or proceeding made or brought against You by a third party alleging that the use of the Infrastructure or On-Demand Services as permitted hereunder any Purchased Service infringes or misappropriates any patent, copyright, or other such third party’s intellectual property right of a third party or violates applicable law rights (a “Claim Against You”), and shall will indemnify You for from any losses, costs, damages, expenses, attorney fees and liabilities, including court costs and reasonable legal fees, suffered or incurred by finally awarded against You in connection with any claim, demand, suit, or proceeding as a result of, and/or or for amounts paid by You under a court-settlement approved settlement by Us in writing of, a Claim Against You; , provided that You (a) promptly give Us written notice of the Claim Against You upon Your obtaining knowledge of the Claim; You, (b) give Us sole control of the defense and settlement of the Claim Against You (provided except that We may not settle any Claim Against You without your express written consent unless the settlement it unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your partliability); , and (c) provide to give Us all reasonable assistance, at Our expense. In the event of If We receive information about an infringement or misappropriation claim related to a Claim Against You, or if We reasonably believe the Infrastructure may infringe or misappropriateService, We may in Our discretion and at no cost to You (i) modify the Infrastructure Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under “Our SHIWAFORCE Warranties” above, (ii) obtain a license for Your continued use of the Infrastructure that Service in accordance with this Agreement, or (iii) terminate Your Customer subscriptions for such Infrastructure that Service upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply if (1) the allegation does not state with specificity that our Services are the basis of the Claim Against You; (2) a Claim Against You arises from the use or combination of our Services or any part thereof with software, hardware, data, or processes not provided by Us, if our Services or use thereof would not infringe without such Customer subscriptions after combination; (3) a Claim Against You arises from Services under an Order Form for which there is no charge; (or (5) a Claim Against You arises from Content, a Non-SHIWAFORCE Application or Your use of the effective date Services in violation of terminationthis Agreement, the Documentation or applicable Order Forms.

Indemnification by Us. We shall indemnify, defend, and hold defend You harmless against any claim, demand, suit, or proceeding made or brought against You by a third party alleging that the use of the Infrastructure or On-Demand Marketing Cloud Services as permitted hereunder infringes or misappropriates any patent, copyright, or other the intellectual property right rights of a third party or violates applicable law (a “Claim Against You”), and shall indemnify You for any losses, costs, damages, expenses, attorney fees and liabilities, including court costs and reasonable legal fees, suffered or incurred by finally awarded against You in connection with any claim, demand, suit, or proceeding as a result of, and/or and for amounts paid by You under a court-court approved settlement of, a Claim Against You; provided that You (a) promptly give Us written notice of the Claim Against You upon Your obtaining knowledge of the ClaimYou; (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 without your express written consent unless the settlement unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your partliability); 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 Infrastructure Marketing Cloud Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Infrastructure Marketing Cloud 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 Infrastructure Marketing Cloud Services in accordance with this Agreement, or (iii) terminate Your Customer User subscriptions for such Infrastructure Marketing Cloud Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such Customer User subscriptions after the effective date of termination. For clarity, We shall not be required to indemnify You to the extent a Claim Against You arises from Your use of Indexed Content or a Third Party Social Platform.

Indemnification by Us. We shall indemnify, defend, and hold will defend You harmless against any claim, demand, suit, suit or proceeding made or brought against You by a third party alleging that the use of the Infrastructure or On-Demand Services as permitted hereunder any Service infringes or misappropriates any patent, copyright, or other such third party’s intellectual property right of a third party or violates applicable law rights (a “Claim Against You”), and shall will indemnify You for from any losses, costs, damages, expenses, attorney fees and liabilities, including court costs and reasonable legal fees, suffered or incurred by finally awarded against You in connection with any claim, demand, suit, or proceeding as a result of, and/or or for amounts paid by You under a court-settlement approved settlement by Us in writing of, a Claim Against You; , provided that You (a) promptly give Us written notice of the Claim Against You upon Your obtaining knowledge of the Claim; You, (b) give Us sole control of the defense and settlement of the Claim Against You (provided except that We may not settle any Claim Against You without your express written consent unless the settlement it unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your partliability); , and (c) provide to give Us all reasonable assistance, at Our expense. In the event of If We receive information about an infringement or misappropriation claim related to a Claim Against You, or if We reasonably believe the Infrastructure may infringe or misappropriateService, We may in Our discretion and at no cost to You (i) modify the Infrastructure Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under “Our EPHESOFT Warranties” above, (ii) obtain a license for Your continued use of the Infrastructure that Service in accordance with this Agreement, or (iii) terminate Your Customer subscriptions for such Infrastructure that Service upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such Customer subscriptions after the effective date terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim Against You arises from Content, a Non-EPHESOFT Application or Your use of terminationthe Services in violation of this Agreement, the Documentation or applicable Order Forms.

Indemnification by Us. Subject to the limitations of liability provided in Section 13 (“Limitations of Liability”), We shall indemnifywill indemnify You from any damages, defendattorney fees and costs finally awarded against You by a court of competent jurisdiction as a result of, and hold or for amounts paid by You harmless against any under a settlement approved by Us in writing of, a claim, demand, suit, suit or proceeding made or brought against You by a third party alleging that the use of the Infrastructure or On-Demand Services as permitted hereunder any Purchased Service infringes or misappropriates any patent, copyright, or other such third party’s intellectual property right of a third party or violates applicable law rights (a “Claim Against You”), and shall indemnify You for any losses, costs, damages, expenses, and liabilities, including court costs and reasonable legal fees, suffered or incurred by You in connection with any claim, demand, suit, or proceeding as a result of, and/or 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 upon Your obtaining knowledge of the Claim; You, (b) give Us sole control of the defense defence and settlement of the Claim Against You (provided except that We may not settle any Claim Against You without your express written consent unless the settlement it unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your partliability); , and (c) provide to give Us all reasonable assistance, at Our expense. In the event of If We receive information about an infringement or misappropriation third-party claim related to a Claim Against You, or if We reasonably believe the Infrastructure may infringe or misappropriateService, We may in Our discretion and at no cost to You (i) modify the Infrastructure Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under “Our Warranties” aboveLimited Warranty, (ii) obtain a license for Your continued use of the Infrastructure that Service in accordance with this Agreement, or (iii) terminate Your Customer subscriptions for such Infrastructure upon 30 days’ written notice that Service and refund to You any prepaid fees covering the remainder of the term of the terminated subscriptions. The above indemnification obligations do not apply if (1) the allegation does not state with specificity that our Services are the basis of the Claim Against You; (2) a Claim Against You arises from the use or combination of our Services with software, hardware, data, or processes not provided by Us, if our Services or use thereof would not infringe without such Customer subscriptions after combination; (3) a Claim Against You arises from a Free Service or Services under a Purchase Order for which there is no charge; or (4) a Claim Against You arises from Your use of the effective date Services in violation of terminationthis Agreement, the Documentation, applicable Addendums or applicable laws.

Indemnification by Us. We shall indemnify, defend, and hold defend You harmless against any claim, demand, suit, suit or proceeding made or brought against You by a third party alleging that the use of the Infrastructure or On-Demand Services Xxxx.xxx Services, excluding Xxxx.xxx Data, as permitted hereunder infringes or misappropriates any the patent, copyright, or other intellectual property right and trademark rights of a third party or violates applicable law party, (a “"Claim Against You”"), and shall indemnify You for any losses, costs, damages, expenses, attorney fees and liabilities, including court costs and reasonable legal fees, suffered or incurred by finally awarded against You in connection with any claim, demand, suit, or proceeding as a result of, and/or or 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 upon Your obtaining knowledge of the Claim; You, (b) give Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle or defend any Claim Against You without your express written consent unless the settlement We unconditionally releases release You of all liability and does not impose any obligations or require any affirmative action on Your partliability); , 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 Infrastructure Xxxx.xxx Services may infringe or misappropriate, We may in Our our discretion and at no cost to You (i) modify the Infrastructure Xxxx.xxx 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 Infrastructure Xxxx.xxx Services in accordance with this Agreement, or (iii) terminate Your Customer subscriptions for right to use such Infrastructure Xxxx.xxx Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the applicable Xxxx.xxx Service term of such Customer subscriptions after the effective date of termination. If a court orders You to cease using part or all of the Xxxx.xxx Services in connection with a Claim Against You, We shall take the actions described in subpart (i) or (ii) of the preceding sentence, or if We cannot accomplish (i) or (ii) in a commercially reasonable manner, We shall take the actions described in subpart (iii) of the preceding sentence, all at no cost to You.

Indemnification by Us. We shall will indemnify, defenddefend and hold harmless You and Your Affiliates, officers, directors, and hold You harmless employees (each an “Indemnified Party” and collectively, the “Indemnified Parties”) against any claimand all third party claims, demanddemands, suitsuits, actions, and proceedings at law or proceeding in equity (each a “Claim” and collectively, the “Claims”) and all related liabilities, judgments, awards, settlements damages and costs including without limitation reasonable legal fees and expenses made or brought against You by a third party alleging that the Service or portions of components thereof, or the use of thereof in accordance with this Agreement, infringes, causes the Infrastructure or On-Demand Services as permitted hereunder infringes infringement or misappropriates any patent, copyright, or other intellectual property Intellectual Property right of a any third party or violates applicable law (a “Claim Against You”), and shall indemnify You for any losseswhether or not such Claim or allegation is successful, costs, damages, expenses, and liabilities, including court costs and reasonable legal fees, suffered or incurred by You in connection with any claim, demand, suit, or proceeding as a result of, and/or 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 upon Your obtaining knowledge of the Claim; You, (b) give Us sole control of the defense and settlement of the Claim Against You (provided except that We may not settle any Claim Against You without your express Your prior written consent unless the settlement unconditionally releases You of all liability and does consent, which shall not impose any obligations or require any affirmative action on Your partbe unreasonably withheld.); , and (c) provide to give Us all reasonable assistance, at Our expense. In the event of If We receive information about an infringement or misappropriation claim related to a Claim Against You, or if We reasonably believe the Infrastructure may infringe or misappropriateService, We may in Our discretion and at no cost to You (i) modify the Infrastructure Service so that they it no longer infringe infringes or misappropriatemisappropriates, without breaching Our warranties under “Section 7.2 (Our Warranties” above), (ii) obtain a license for Your continued use of the Infrastructure that Service in accordance with this Agreement, or (iii) terminate Your Customer subscriptions for such Infrastructure that Service upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such Customer subscriptions after the effective date terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim Against You arises from Your breach of terminationthis Agreement or the combination of the Services by You with any of Your own Intellectual Property or the Intellectual Property of a third party.

Indemnification by Us. We shall indemnify, defend, and hold will defend You harmless against any claim, demand, suit, suit or proceeding made or brought against You by a third party alleging that the use of the Infrastructure or On-Demand Services as permitted hereunder any Service infringes or misappropriates any patent, copyright, or other such third party’s intellectual property right of a third party or violates applicable law rights (a “Claim Against You”), and shall will indemnify You for from any losses, costs, damages, expenses, legal fees and liabilities, including court costs and reasonable legal fees, suffered or incurred by finally awarded against You in connection with any claim, demand, suit, or proceeding as a result of, and/or or for amounts paid by You under a court-settlement approved settlement by Us in writing of, a Claim Against You; , provided that You (a) promptly give Us written notice of the Claim Against You upon Your obtaining knowledge of the Claim; You, (b) give Us sole control of the defense defence and settlement of the Claim Against You (provided except that We may not settle any Claim Against You without your express written consent unless the settlement it unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your partliability); , and (c) provide to give Us all reasonable assistance, at Our expense. In the event of If We receive information about an infringement or misappropriation claim related to a Claim Against You, or if We reasonably believe the Infrastructure may infringe or misappropriateService, We may in Our discretion and at no cost to You (i) modify the Infrastructure Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under “Our Axiapac Warranties” above, (ii) obtain a license for Your continued use of the Infrastructure that Service in accordance with this Agreement, or (iii) terminate Your Customer subscriptions for such Infrastructure that Service upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such Customer subscriptions after the effective date terminated subscriptions. The above defence and indemnification obligations do not apply to the extent a Claim Against You arises from Content, a Non-Axiapac Application or Your use of terminationthe Services in violation of this Agreement, the Documentation or applicable Sales Invoice.

Indemnification by Us. Subject to section 10.2 below, We shall indemnify, defend, and hold defend You harmless against any claim, demand, suit, suit or proceeding made or brought against You by a third party alleging that the use of the Infrastructure or On-Demand Purchased Services as permitted hereunder infringes or misappropriates any patent, copyright, or other the intellectual property right rights of a third party or violates applicable law in the United States of America and the European Economic Area (a “Claim Against You”), and shall indemnify You be responsible for payment of any losses, costs, damages, expenses, and liabilities, including court costs and reasonable legal fees, suffered or incurred by finally awarded against You in connection with any claim, demand, suit, or proceeding as a result of, and/or and for amounts paid by You under a court-approved settlement of, a Claim Against You and for any reasonably legal fees incurred in connection with Our defense of the Claim Against You; provided that You (a) promptly give Us written notice of the Claim Against You upon Your obtaining knowledge of the Claim; You, (b) give gives Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You without your express written consent unless the settlement unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your partliability); and , (c) provide to Us all reasonable assistance, at Our expense; and (d) use reasonable endeavors to mitigate any loses in connection with such claims. In the event of a Claim Against You, or if We reasonably believe the Infrastructure Purchased Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Infrastructure Purchased 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 Infrastructure Purchased Services in accordance with this Agreement, or (iii) terminate Your Customer User subscriptions for such Infrastructure Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such Customer User subscriptions after the effective date of termination.

Indemnification by Us. We shall indemnify, defend, and hold You harmless will defend you against any claim, demand, suit, or proceeding made or claim brought against You you by a third party alleging that the use of the Infrastructure or On-Demand Services Software, when used as permitted hereunder authorized under this Agreement, infringes or misappropriates any patent, copyright, or other such third party’s intellectual property right of a third party or violates applicable law rights (a “Claim Against You”), and shall we will indemnify You for you and hold you harmless against any losses, costs, damages, expenses, damages and liabilities, including court costs and reasonable legal fees, suffered or incurred by You in connection with any claim, demand, suit, or proceeding as a result of, and/or for amounts paid by You under a court-approved settlement of, a finally awarded on the Claim Against You; You by a court of competent jurisdiction or agreed to via settlement executed by us (including reasonable attorneys’ fees), provided that You you (a) promptly give Us us written notice of the Claim Against You upon Your obtaining knowledge of the Claim; You, (b) give Us us sole control of the defense and settlement of the Claim Against You (provided except that We we may not settle any Claim Against You without your express written consent unless the settlement it unconditionally releases You you of all liability and does not impose any obligations or require any affirmative action on Your partliability); , and (c) provide to Us give us all reasonable assistance, at Our our expense. In the event of a Claim Against YouIf we determine that such actions are reasonably necessary to avoid material liability, or if We reasonably believe the Infrastructure may infringe or misappropriate, We we may in Our our discretion and at no cost to You you (i) modify procure the Infrastructure so that they no longer infringe or misappropriate, without breaching Our warranties under “Our Warranties” aboveright for your continued use of the Software in accordance with the Agreement, (ii) substitute a substantially functionally similar Software obtain a license for Your your continued use of the Infrastructure Software in accordance with this Agreement, or (iii) terminate Your Customer subscriptions for such Infrastructure upon 30 days’ written notice the License and refund to You any the prepaid fees covering for the remainder terminated portion of your Subscription Term. The above indemnification obligations do not apply (1) if the Software is modified by any party other than us, but solely to the extent the alleged infringement is caused by such modification; (2) if your use of the term Software is made in violation of such Customer subscriptions after this Agreement, the effective date of terminationDocumentation, applicable Addendums or applicable laws; or (3) if you settle or make any admissions with respect to a Claim Against You without our prior written consent. The foregoing remedies are Devolutions’ sole and exclusive liability and your sole and exclusive remedies for any potential or actual intellectual property infringement by the Software.

Indemnification by Us. We shall indemnify, defend, and hold will defend You harmless against any claim, demand, suit, suit or proceeding made or brought against You by a third party alleging that the use of the Infrastructure or On-Demand Services as permitted hereunder a Purchased Service in accordance with this Agreement infringes or misappropriates any patent, copyright, or other such third party’s intellectual property right of a third party or violates applicable law rights (a “Claim Against You”), and shall will indemnify You for from any losses, costs, damages, expenses, reasonable attorney fees and liabilities, including court costs and reasonable legal fees, suffered or incurred by finally awarded against You in connection with any claim, demand, suit, or proceeding as a result of, and/or or 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 upon Your obtaining knowledge of the Claim; You, (b) give Us sole control of the defense and settlement of the Claim Against You (provided except that We may not settle any Claim Against You without your express written consent unless the settlement it unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your partliability); , and (c) provide to give Us all reasonable assistance, at Our expense. In the event of If We receive information about an infringement or misappropriation claim related to a Claim Against You, or if We reasonably believe the Infrastructure may infringe or misappropriateService, We may in Our discretion and at no cost to You (i) modify the Infrastructure Service so that they it no longer infringe infringes or misappropriatemisappropriates, without breaching Our warranties under “Section 9.2 (Our Warranties” above), (ii) obtain a license for Your continued use of the Infrastructure that Service in accordance with this Agreement, or (iii) terminate Your Customer subscriptions for such Infrastructure that Service upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such Customer subscriptions after the effective date terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim Against You arises from Content, a Non-Wastebits Application or Your breach of terminationthis Agreement.

Indemnification by Us. We shall indemnify, defend, and hold will defend You harmless against any claim, demand, suit, suit or proceeding made or brought against You by a third third-party alleging that the use of the Infrastructure or On-Demand Services as permitted hereunder any Service infringes or misappropriates any patent, copyright, or other such third-party’s intellectual property right of a third party or violates applicable law rights (a “Claim Against You”), and shall will indemnify You for from any losses, costs, damages, expenses, attorney fees and liabilities, including court costs and reasonable legal fees, suffered or incurred by finally awarded against You in connection with any claim, demand, suit, or proceeding as a result of, and/or or for amounts paid by You under a court-settlement approved settlement by Us in writing of, a Claim Against You; , provided that You (a) promptly give Us written notice of the Claim Against You upon Your obtaining knowledge of the Claim; You, (b) give Us sole control of the defense and settlement of the Claim Against You (provided except that We may not settle any Claim Against You without your express written consent unless the settlement it unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your partliability); , and (c) provide to give Us all reasonable assistance, at Our expense. In the event of If We receive information about an infringement or misappropriation claim related to a Claim Against You, or if We reasonably believe the Infrastructure may infringe or misappropriateService, We may in Our discretion and at no cost to You (i) modify the Infrastructure Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under “Our SmartSimple Warranties” above, (ii) obtain a license for Your continued use of the Infrastructure that Service in accordance with this Agreement, or (iii) terminate Your Customer subscriptions for such Infrastructure that Service upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such Customer subscriptions after the effective date terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim Against You arises from Content, a Non-SmartSimple Application or Your use of terminationthe Services in violation of this Agreement, the Documentation or applicable Order Forms.

Indemnification by Us. We shall indemnify, defend, and hold defend You harmless against any claim, demand, suit, or proceeding (“Claim”) made or brought against You by a third party alleging that the use of the Infrastructure or On-Demand Services as permitted hereunder infringes or misappropriates any patent, copyright, or other the intellectual property right rights of a third party or violates applicable law (a “Claim Against You”)party, and shall indemnify You for any losses, costs, damages, expensesdamages finally awarded against, and liabilitiesfor reasonable attorney fees incurred by, including court costs and reasonable legal fees, suffered or incurred by You in connection with any claimsuch Claim; provided, demand, suit, or proceeding as a result of, and/or 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 upon Your obtaining knowledge of the Claim; (b) give Us sole control of the defense defence and settlement of the Claim Against You (provided that We may not settle any Claim Against You without your express written consent unless the settlement unconditionally releases You of all liability and does You may not impose make any obligations admissions or require any affirmative action on Your partsettlements without Our prior written consent); and (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 against You, or if We reasonably believe the Infrastructure Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Infrastructure 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 Infrastructure Services in accordance with this Agreement, or (iii) terminate Your Customer User subscriptions for such Infrastructure Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such Customer User subscriptions after the effective date of termination.

Indemnification by Us. We shall indemnify, defend, and hold will defend You harmless against any claim, demand, suit, suit or proceeding made or brought against You by a third party alleging that the use of the Infrastructure or On-Demand Services as permitted hereunder any Service infringes or misappropriates any patent, copyright, or other such third party’s intellectual property right of a third party or violates applicable law rights (a “Claim Against You”), and shall will indemnify You for from any losses, costs, damages, expenses, attorney fees and liabilities, including court costs and reasonable legal fees, suffered or incurred by finally awarded against You in connection with any claim, demand, suit, or proceeding as a result of, and/or or for amounts paid by You under a court-settlement approved settlement by Us in writing of, a Claim Against You; , provided that You (a) promptly give Us written notice of the Claim Against You upon Your obtaining knowledge of the Claim; You, (b) give Us sole control of the defense and settlement of the Claim Against You (provided except that We may not settle any Claim Against You without your express written consent unless the settlement it unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your partliability); , and (c) provide to give Us all reasonable assistance, at Our expense. In the event of If We receive information about an infringement or misappropriation claim related to a Claim Against You, or if We reasonably believe the Infrastructure may infringe or misappropriateService, We may in Our discretion and at no cost to You (i) modify the Infrastructure Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under “Our ORDITAL Warranties” above, (ii) obtain a license for Your continued use of the Infrastructure that Service in accordance with this Agreement, or (iii) terminate Your Customer subscriptions for such Infrastructure that Service upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such Customer subscriptions after the effective date terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim Against You arises from Content or Your use of terminationthe Services in violation of this Agreement, the Documentation or applicable Order Forms.

Indemnification by Us. We shall indemnify, defend, and hold will defend You harmless against any claim, demand, suit, suit or proceeding made or brought against You by a third party alleging that the use of the Infrastructure or On-Demand Services as permitted hereunder a Purchased Service in accordance with this Agreement infringes or misappropriates any patent, copyright, or other such third party’s intellectual property right of a third party or violates applicable law rights (a “Claim Against You”), and shall will indemnify You for from any losses, costs, damages, expenses, attorney fees and liabilities, including court costs and reasonable legal fees, suffered or incurred by finally awarded against You in connection with any claim, demand, suit, or proceeding as a result of, and/or or 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 upon Your obtaining knowledge of the Claim; You, (b) give Us sole control of the defense and settlement of the Claim Against You (provided except that We may not settle any Claim Against You without your express written consent unless the settlement it unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your partliability); , and (c) provide to give Us all reasonable assistance, at Our expense. In the event of If We receive information about an infringement or misappropriation claim related to a Claim Against You, or if We reasonably believe the Infrastructure may infringe or misappropriateService, We may in Our discretion and at no cost to You (i) modify the Infrastructure Service so that they it no longer infringe infringes or misappropriatemisappropriates, without breaching Our warranties under “Section 9.2 (Our Warranties” above), (ii) obtain a license for Your continued use of the Infrastructure that Service in accordance with this Agreement, or (iii) terminate Your Customer subscriptions for such Infrastructure that Service upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such Customer subscriptions after the effective date terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim Against You arises from Content, a Non-Allergen Friendly Application or Your breach of terminationthis Agreement.

Indemnification by Us. We shall indemnify, defend, and hold will defend You harmless against any claim, demand, suit, suit or proceeding made or brought against You by a third party alleging that the use of the Infrastructure or On-Demand Services as permitted hereunder any Purchased Service infringes or misappropriates any patent, copyright, or other such third party’s intellectual property right of a third party or violates applicable law rights (a “Claim Against You”), and shall will indemnify You for from any losses, costs, damages, expenses, attorney fees and liabilities, including court costs and reasonable legal fees, suffered or incurred by finally awarded against You in connection with any claim, demand, suit, or proceeding as a result of, and/or or for amounts paid by You under a court-settlement approved settlement by Us in writing of, a Claim Against You; , provided that You (a) promptly give Us written notice of the Claim Against You upon Your obtaining knowledge of the Claim; You, (b) give Us sole control of the defense defence and settlement of the Claim Against You (provided except that We may not settle any Claim Against You without your express written consent unless the settlement it unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your partliability); , and (c) provide to give Us all reasonable assistance, at Our expense. In the event of If We receive information about an infringement or misappropriation claim related to a Claim Against You, or if We reasonably believe the Infrastructure may infringe or misappropriateService, We may in Our discretion and at no cost to You (i) modify the Infrastructure Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under “Our DEEPMINER LIMITED Warranties” above, (ii) obtain a license for Your continued use of the Infrastructure that Service in accordance with this Agreement, or (iii) terminate Your Customer subscriptions for such Infrastructure that Service upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defence and indemnification obligations do not apply if (1) the allegation does not state with specificity that our Services are the basis of the Claim Against You; (2) a Claim Against You arises from the use of our Services or any part thereof with software, hardware, data, or processes not provided by Us, if our Services or use thereof would not infringe without such Customer subscriptions after combination; (3) a Claim Against You arises from Services under an Order Form for which there is no charge; (4) a Claim against You is based on traditional online storefront commerce functionality that is or was in general use in the effective date industry; or (5) a Claim Against You arises from Content, or Your use of terminationthe Services in violation of this Agreement, the Documentation or applicable Order Forms.

Indemnification by Us. We shall indemnify, defend, and hold You harmless against any claim, demand, suit, or proceeding made or brought against You by a third party alleging that the use of the Infrastructure or On-Demand Services as permitted hereunder infringes or misappropriates any patent, copyright, or other intellectual property right of a third party or violates applicable law (a “Claim Against You”), and shall indemnify You for any losses, costs, damages, expenses, and liabilities, including court costs and reasonable legal fees, suffered or incurred by You in connection with any claim, demand, suit, or proceeding as a result of, and/or 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 upon Your obtaining knowledge of the Claim; (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 without your express written consent unless the settlement unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your partliability); 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 Infrastructure may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Infrastructure 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 Infrastructure in accordance with this Agreement, or (iii) terminate Your Customer subscriptions for such Infrastructure upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such Customer subscriptions after the effective date of termination.

Indemnification by Us. We shall indemnify, defend, and hold will defend You harmless against any claim, demand, suit, suit or proceeding made or brought against You by a third party alleging that the use of the Infrastructure or On-Demand Services as permitted hereunder any Purchased Service infringes or misappropriates any patent, copyright, or other such third party’s intellectual property right of a third party or violates applicable law rights (a “"Claim Against You”"), and shall will indemnify You for from any losses, costs, damages, expenses, attorney fees and liabilities, including court costs and reasonable legal fees, suffered or incurred by finally awarded against You in connection with any claim, demand, suit, or proceeding as a result of, and/or or for amounts paid by You under a court-settlement approved settlement by Us in writing of, a Claim Against You; , provided that You (a) promptly give Us written notice of the Claim Against You upon Your obtaining knowledge of the Claim; You, (b) give Us sole control of the defense and settlement of the Claim Against You (provided except that We may not settle any Claim Against You without your express written consent unless the settlement it unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your partliability); , and (c) provide to give Us all reasonable assistance, at Our O ur expense. In the event of If We receive information about an infringement or misappropriation claim related to a Claim Against You, or if We reasonably believe the Infrastructure may infringe or misappropriateService, We may in Our O ur discretion and at no cost to You (i) modify the Infrastructure Services so that they are no longer claimed to infringe or misappropriate, without breaching Our O ur warranties under “Our "O ur Warranties” " above, (ii) obtain a license for Your continued use of the Infrastructure that Service in accordance with this Agreement, or (iii) terminate Your Customer subscriptions for such Infrastructure that Service upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply if (1) the allegation does not state with specificity that our Services are the basis of the Claim Against You; (2) a Claim Against You arises from the use or combination of our Services or any part thereof with software, hardware, data, or processes not provided by Us, if our Services or use thereof would not infringe without such Customer subscriptions after combination; (3) a Claim Against You arises from Services under an Order Form for which there is no charge; (4) a Claim against You is based on traditional online storefront commerce functionality that is or was in general use in the effective date of termination.industry; or

Indemnification by Us. We shall indemnify, defend, and hold will defend You harmless against any claim, demand, suit, suit or proceeding made or brought against You by a third party alleging that the use of the Infrastructure or On-Demand Services as permitted hereunder a Purchased Service in accordance with this Agreement infringes or misappropriates any patent, copyright, or other such third party’s intellectual property right of a third party or violates applicable law rights (a “Claim Against You”), and shall will indemnify You for from any losses, costs, damages, expenses, reasonable attorney fees and liabilities, including court costs and reasonable legal fees, suffered or incurred by finally awarded against You in connection with any claim, demand, suit, or proceeding as a result of, and/or or 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 upon Your obtaining knowledge of the Claim; You, (b) give Us sole control of the defense and settlement of the Claim Against You (provided except that We may not settle any Claim Against You without your express written consent unless the settlement it unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your partliability); , and (c) provide to give Us all reasonable assistance, at Our expense. In the event of If We receive information about an infringement or misappropriation claim related to a Claim Against You, or if We reasonably believe the Infrastructure may infringe or misappropriateService, We may in Our discretion and at no cost to You (i) modify the Infrastructure Service so that they it no longer infringe infringes or misappropriatemisappropriates, without breaching Our warranties under “Section 9.2 (Our Warranties” above), (ii) obtain a license for Your continued use of the Infrastructure that Service in accordance with this Agreement, or (iii) terminate Your Customer subscriptions for such Infrastructure that Service upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such Customer subscriptions after the effective date terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim Against You arises from Content, a Non-OpenWater Application or Your breach of terminationthis Agreement.

Indemnification by Us. We shall indemnify, defend, and hold defend You harmless against any claim, demand, suit, or proceeding made or brought against You by a third party alleging that the use of the Infrastructure or On-Demand Purchased Marketing Cloud Services as permitted hereunder infringes or misappropriates any patent, copyright, or other the intellectual property right rights of a third party or violates applicable law (a “Claim Against You”), and shall indemnify You for any losses, costs, damages, expenses, attorney fees and liabilities, including court costs and reasonable legal fees, suffered or incurred by finally awarded against You in connection with any claim, demand, suit, or proceeding as a result of, and/or and for amounts paid by You under a court-court approved settlement of, a Claim Against You; provided that You You: (a) promptly give Us written notice of the Claim Against You upon Your obtaining knowledge of the ClaimYou; (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 without your express written consent unless the settlement unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your partliability); and (c) provide to Us all reasonable assistance, at Our expense. In the event of a Claim Against YouIf We receive information regarding an infringement , misappropriation or if We reasonably believe the Infrastructure may infringe or misappropriate, other claim We may in Our discretion discretion, and at no cost to You you (i) modify the Infrastructure Marketing Cloud Services, so that they no longer infringe misappropriate or misappropriategive rise to any other claim, without breaching Our warranties under “Our Warranties” above, (ii) obtain a license for Your continued use of the Infrastructure subject Marketing Cloud Services in accordance with this Agreement, or (iii) terminate Your Customer subscriptions for such Infrastructure Marketing Cloud Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of the terminated subscriptions, or (iv) require You to immediately, upon receipt of notice from Us, discontinue all use of any Indexed Content or Your Data that may be related to an actual or potential infringement, misappropriation or other claim, to the extent not prohibited by law, delete from Your systems any such Customer subscriptions after Indexed Content or delete or permit Us to delete from the effective date Marketing Cloud Services, any of terminationYour Data, in each case within five days of receipt of notice from Us. You shall, if so requested by Us, certify such deletion and discontinuance of use in writing. We shall be authorized to provide a copy of such certification to the third party claimant. We shall have no obligation to indemnify You to the extent any Claim Against You arises from Indexed Content, a Third-Party Social Platform, Your breach of the terms of this Agreement or actions of a third party hosting provider.

Indemnification by Us. We shall indemnify, defend, and hold will defend You harmless against any claim, demand, suit, suit or proceeding made or brought against You by a third party alleging that the use of the Infrastructure or On-Demand a Purchased Services as permitted hereunder in accordance with this Agreement infringes or misappropriates any patent, copyright, or other such third party’s intellectual property right of a third party or violates applicable law rights (a “Claim Against You”), and shall will indemnify You for from any losses, costs, damages, expenses, attorney fees and liabilities, including court costs and reasonable legal fees, suffered or incurred by finally awarded against You in connection with any claim, demand, suit, or proceeding as a result of, and/or or 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 upon Your obtaining knowledge of the Claim; You, (b) give Us sole control of the defense and settlement of the Claim Against You (provided except that We may not settle any Claim Against You without your express written consent unless the settlement it unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your partliability); , and (c) provide to give Us all reasonable assistance, at Our expense. In If We receive information about an infringement or misappropriation claim related to the event of a Claim Against You, or if We reasonably believe the Infrastructure may infringe or misappropriateServices, We may in Our discretion and at no cost to You (i) modify the Infrastructure Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under “Section 8.1 (Our Warranties” above), (ii) obtain a license for Your continued use of the Infrastructure Services in accordance with this Agreement, or (iii) terminate Your Customer subscriptions for such Infrastructure the Services or impacted portion of the Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply if (a) the allegation does not state with specificity that our Services are the basis of the Claim Against You; (b) a Claim Against You arises from the use or combination of our Services or any part thereof with software, hardware, data, or processes not provided by Us, if our Services or use thereof would not infringe without such Customer subscriptions after combination; (c) a Claim Against You arises from Services under an Order Form for which there is no charge or (d) a Claim Against You arises from Third Party Applications or Your breach of this Agreement, the effective date of terminationDocumentation or applicable Order Forms.

Indemnification by Us. We shall indemnify, defend, and hold will defend You harmless against any claim, demand, suit, suit or proceeding made or brought against You by a third party alleging that the use of the Infrastructure or On-Demand Services as permitted hereunder a Purchased Service in accordance with this Agreement infringes or misappropriates any patent, copyright, or other such third party’s intellectual property right of a third party or violates applicable law rights (a “Claim Against You”), and shall will indemnify You for from any losses, costs, damages, expenses, attorney fees and liabilities, including court costs and reasonable legal fees, suffered or incurred by finally awarded against You in connection with any claim, demand, suit, or proceeding as a result of, and/or or 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 upon Your obtaining knowledge of the Claim; You, (b) give Us sole control of the defense defence and settlement of the Claim Against You (provided except that We may not settle any Claim Against You without your express written consent unless the settlement it unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your partliability); and , (c) provide to give Us all reasonable assistance, at Our expense, and (d) You use all reasonable endeavours to mitigate loss in respect of any Claim Against You. Notwithstanding the foregoing, We will have no liability for any Claim Against You of any kind to the extent that it results from: (1) modifications to Purchased Services made by a party other than Us, (2) the combination of Purchased Services with other products, processes or technologies (where the infringement would have been avoided but for such combination), (3) Your use of Purchased Services other than in accordance with the Documentation, Order Forms, and this Agreement; (4) Your use of Purchased Services or Documentation after notice of the alleged or actual infringement from Us or any appropriate authority. The indemnification obligations set forth in this clause 9.1 are Our sole and exclusive obligations, and Your sole and exclusive remedies, with respect to infringement of third party intellectual property rights of any kind. In the event of a any Claim Against You, or if We reasonably believe the Infrastructure may infringe or misappropriatereceive information about an infringement claim related to a Service, We may in Our discretion and at no cost to You (i) modify the Infrastructure Service so that they it no longer infringe infringes or misappropriatemisappropriates, without breaching Our warranties under “Section 8.2 (Our Warranties” above), (ii) obtain a license for Your continued use of the Infrastructure that Service in accordance with this Agreement, or (iii) terminate Your Customer subscriptions for such Infrastructure that Service upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such Customer subscriptions after the effective date terminated subscriptions. The above defence and indemnification obligations do not apply to the extent a Claim Against You arises from Content, a Non- Zesty Application or Your breach of terminationthis Agreement.

Indemnification by Us. We shall indemnify, defend, and hold You harmless against any claim, demand, suit, or proceeding made or brought against You by a third party alleging that the use of the Infrastructure or On-Demand Services as permitted hereunder infringes or misappropriates any patent, copyright, or other intellectual property right of a third party or violates applicable law (a “"Claim Against You”"), and shall indemnify You for any losses, costs, damages, expenses, and liabilities, including court costs and reasonable legal fees, suffered or incurred by You in connection with any claim, demand, suit, or proceeding as a result of, and/or 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 upon Your obtaining knowledge of the Claim; (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 without your express written consent unless the settlement unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your partliability); 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 Infrastructure may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Infrastructure 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 Infrastructure in accordance with this Agreement, or (iii) terminate Your Customer subscriptions for such Infrastructure upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such Customer subscriptions after the effective date of termination.

Indemnification by Us. We shall indemnify, defend, and hold will defend You harmless against any claim, demand, suit, suit or proceeding made or brought against You by a third party alleging that the use of the Infrastructure or On-Demand Services as permitted hereunder a Purchased Service in accordance with this Agreement infringes or misappropriates any patent, copyright, or other such third party’s intellectual property right of a third party or violates applicable law rights (a “Claim Against You”), and shall will indemnify You for from any losses, costs, damages, expenses, attorney fees and liabilities, including court costs and reasonable legal fees, suffered or incurred by finally awarded against You in connection with any claim, demand, suit, or proceeding as a result of, and/or or 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 upon Your obtaining knowledge of the Claim; You, (b) give Us sole control of the defense and settlement of the Claim Against You (provided except that We may not settle any Claim Against You without your express written consent unless the settlement it unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your partliability); , and (c) provide to give Us all reasonable assistance, at Our expense. In the event of If We receive information about an infringement or misappropriation claim related to a Claim Against You, or if We reasonably believe the Infrastructure may infringe or misappropriateService, We may in Our discretion and at no cost to You (i) modify the Infrastructure Service so that they it no longer infringe infringes or misappropriatemisappropriates, without breaching Our warranties under “Section 9.2 (Our Warranties” above), (ii) obtain a license for Your continued use of the Infrastructure that Service in accordance with this Agreement, or (iii) terminate Your Customer subscriptions for such Infrastructure that Service upon 30 thirty (30) days’ written notice and refund to You any prepaid fees covering the remainder of the term of such Customer subscriptions after the effective date terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim Against You arises from a Third-Party Application or Your breach of terminationthis Agreement.

Indemnification by Us. We shall indemnify, defend, and hold will defend You harmless against any claim, demand, suit, or proceeding made or brought against You by a third party alleging that the use of the Infrastructure or On-Demand Services as permitted hereunder any Purchased Service infringes or misappropriates any patent, copyright, or other such third party’s intellectual property right of a third party or violates applicable law rights (a “Claim Against You”), and shall will indemnify You for from any losses, costs, damages, expenses, attorney fees and liabilities, including court costs and reasonable legal fees, suffered or incurred by finally awarded against You in connection with any claim, demand, suit, or proceeding as a result of, and/or or for amounts paid by You under a court-settlement approved settlement by Us in writing of, a Claim Against You; , provided that You (a) promptly give Us written notice of the Claim Against You upon Your obtaining knowledge of the Claim; You, (b) give Us sole control of the defense and settlement of the Claim Against You (provided except that We may not settle any Claim Against You without your express written consent unless the settlement it unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your partliability); , and (c) provide to give Us all reasonable assistance, at Our expense. In the event of If We receive information about an infringement or misappropriation claim related to a Claim Against You, or if We reasonably believe the Infrastructure may infringe or misappropriateService, We may in Our discretion and at no cost to You (i) modify the Infrastructure Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under “Our Floify Warranties” above, (ii) obtain a license for Your continued use of the Infrastructure that Service in accordance with this Agreement, or (iii) terminate Your Customer subscriptions for such Infrastructure that Service upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply if (1) the allegation does not state with specificity that our Services are the basis of the Claim Against You; (2) a Claim Against You arises from the use or combination of our Services or any part thereof with software, hardware, data, or processes not provided by Us, if our Services or use thereof would not infringe without such Customer subscriptions after combination; (3) a Claim Against You arises from Services under an Order Form for which there is no charge; (4) a Claim against You is based on traditional online storefront commerce functionality that is or was in general use in the effective date industry; or (5) a Claim Against You arises from Content, a Non-Floify Application or Your use of terminationthe Services in violation of this Agreement, the Documentation or applicable Order Forms.

Indemnification by Us. We shall indemnify, defend, and hold You harmless against any claim, demand, suit, or proceeding made or If a third party claim is brought against You claiming that Our Software provided under this Agreement infringes such third party’s intellectual property rights in a country that is a signatory to the Berne Convention ("Claim"), We will defend the Claim and indemnify You from the resulting costs and damages finally awarded by a third party alleging that the court of competent jurisdiction against You or agreed in settlement by Us. If Your use of the Infrastructure or On-Demand Services as permitted Our Software hereunder infringes or misappropriates any patentis enjoined due to a Claim, copyrightthen We may, or other intellectual property right of a third party or violates applicable law (a “Claim Against You”), at Our sole option and shall indemnify You for any losses, costs, damages, expenses, and liabilities, including court costs and reasonable legal fees, suffered or incurred by You in connection with any claim, demand, suit, or proceeding as a result of, and/or for amounts paid by You under a court-approved settlement of, a Claim Against You; provided that You expense: (a) promptly give Us written notice procure for You the right to continue using Our Software under the terms of the Claim Against You upon Your obtaining knowledge of the Claimthis Agreement; (b) give replace or modify Our Software so that it is non-infringing, but functionally equivalent in all material respects; or (c) request return of the applicable software and, upon receipt of such notice, the corresponding licenses are terminated and We will refund the prepaid but unused fees paid solely for Our Software that so infringes. Our obligations under this section are contingent upon: (i) You giving prompt written notice to Us sole of any Claim; (ii) You allowing Us to solely control of the defense and any related settlement of the Claim Against You (provided that We may not settle any Claim Against You without your express written consent unless the settlement unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your part)Claim; and (cd) provide You furnishing Us with reasonable assistance in the defense of any Claim. This section does not apply to Us all reasonable assistancethe extent the alleged infringement is based on (1) combination with products, at data or business processes not Our expense. In the event own, (2) any of Your applications developed with or using Our Software, (3) use of any older release of Our Software when use of a Claim Against newer revision (offered to you) would have avoided the infringement, (4) any modification or alteration of Our Software unless performed by Us, (5) any intellectual property rights owned or licensed by You, (6) Our compliance with any materials, designs, specifications or if We reasonably believe the Infrastructure may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Infrastructure so that they no longer infringe or misappropriate, without breaching Our warranties under “Our Warranties” aboveinstructions provided by You, (ii7) obtain a license for Your continued use of the Infrastructure in accordance with this AgreementOur Software after We notify You to discontinue using Our Software due to a Claim, or (iii) terminate Your Customer subscriptions for such Infrastructure upon 30 days’ written notice and refund to You 8) any prepaid fees covering the remainder of the term of such Customer subscriptions after the effective date of terminationunmodified Open Source Software. THIS SECTION STATES YOUR SOLE AND EXCLUSIVE REMEDY AND OUR ENTIRE LIABILITY FOR INFRINGEMENT CLAIMS.

Indemnification by Us. We shall indemnify, defend, and hold will defend You harmless against any claim, demand, suit, suit or proceeding made or brought against You by a third party alleging that the use of the Infrastructure or On-Demand Services as permitted hereunder any Service that You purchased materially infringes or misappropriates any patent, copyright, or other such third party’s intellectual property right of a third party or violates applicable law rights (a “Claim Against You”), and shall will indemnify You for from any losses, costs, damages, expenses, reasonable attorney fees and liabilities, including court costs and reasonable legal fees, suffered or incurred by finally awarded against You in connection with any claim, demand, suit, or proceeding as a result of, and/or or for amounts paid by You under a court-settlement approved settlement by Us in writing of, a Claim Against You; , provided that You You: (a) promptly give Us written notice of the Claim Against You upon Your obtaining knowledge of the ClaimYou; (b) give Us sole control of the defense and settlement of the Claim Against You (provided except that We may not settle any Claim Against You without your express written consent unless the settlement it unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your partliability); and (c) provide to give Us all reasonable assistance, at Our expense. In The above defense and indemnification obligations do not apply to: (a) Your use of the event Services in violation of this Agreement, Services Schedule(s), the Documentation or applicable Order Forms; (b) to the extent that a Claim Against YouYou relates to Your willful misconduct or gross negligence; (c) relates to the incorporation of any Service or software that You purchased is combined, operated with or if We reasonably believe used with, any technology (including any software, hardware, firmware, system or network) or service not provided by Licensor or specified for Licensee’s use in the Infrastructure may infringe Documentation; and (d) relates to the modification of any Service or misappropriate, We may in Our discretion and at no cost to software that You purchased from Us other than: (i) modify the Infrastructure so that they no longer infringe by Us in connection with this Agreement; or misappropriate, without breaching Our warranties under “Our Warranties” above, (ii) obtain a license with Our express written authorization and in strict accordance with Licensor’s written directions and specification. If any Claim Against You is made or is reasonably likely to be made against You with respect to intellectual property rights infringement, We shall promptly and at Our own expense either: (a) procure for Your continued use the You the right to continue using and possessing the relevant intellectual property rights; or (b) modify or replace the infringing part of the Infrastructure in accordance with this Agreement, or (iii) terminate Your Customer subscriptions for such Infrastructure upon 30 days’ written notice intellectual property rights and refund to You any prepaid fees covering without adversely affecting the remainder functionality of the term Services as set out in this Agreement so as to avoid the infringement or alleged infringement, provided that if We, having used Our reasonable endeavours, neither of such Customer subscriptions after the effective date above can be accomplished on commercially reasonable terms, We shall (without prejudice to the indemnity above) refund the Fees paid by You in respect of terminationthe affected Services.

Indemnification by Us. We shall indemnify, defend, and hold You harmless will defend you against any claim, demand, suit, suit or proceeding made or brought against You you by a third party alleging that the use of the Infrastructure or On-Demand Services as permitted hereunder any Purchased Service infringes or misappropriates any patent, copyright, or other such third party’s intellectual property right of a third party or violates applicable law rights (a “Claim Against You”), and shall will indemnify You for you from any losses, costs, damages, expenses, attorney fees and liabilities, including court costs and reasonable legal fees, suffered or incurred by You in connection with any claim, demand, suit, or proceeding finally awarded against you as a result of, and/or or for amounts paid by You you under a court-settlement approved settlement by us in writing of, a Claim Against You; , provided that You you (a) promptly give Us us written notice of the Claim Against You upon Your obtaining knowledge of the Claim; You, (b) give Us us sole control of the defense and settlement of the Claim Against You (provided except that We we may not settle any Claim Against You without your express written consent unless the settlement it unconditionally releases You you of all liability and does not impose any obligations or require any affirmative action on Your partliability); , and (c) provide to Us give us all reasonable assistance, at Our your expense. In the event of If we receive information about an infringement or misappropriation claim related to a Claim Against YouService, or if We reasonably believe the Infrastructure may infringe or misappropriate, We we may in Our our discretion and at no cost to You you (i) modify the Infrastructure Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under “Our Warranties” above, (ii) obtain a license for Your your continued use of the Infrastructure that Service in accordance with this Agreement, or (iii) terminate Your Customer your subscriptions for such Infrastructure that Service upon 30 thirty (30) days’ written notice and refund to You you any prepaid fees Fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply if (1) the allegation does not state with specificity that our Services are the basis of the Claim Against You, (2) a Claim Against You arises from the use or combination of our Services or any part thereof with software, hardware, data, or processes not provided by us, if our Services or use thereof would not infringe without such Customer subscriptions after combination, (3) a Claim Against You arises from Services under an Order Form for which there is no charge; (4) a Claim against You is based on standard online functionality that is or was in general use in the effective date industry; or (5) a Claim Against You arises from Content, a Third-Party Application or your use of terminationthe Services in violation of this Agreement, the Documentation or applicable Order Forms.

Indemnification by Us. We shall indemnify, defend, and hold will defend You harmless against any claim, demand, suit, suit or proceeding made or brought against You by a third party alleging that the use of the Infrastructure or On-Demand Services as permitted hereunder any Purchased Service infringes or misappropriates any patent, copyright, or other such third party’s intellectual property right of a third party or violates applicable law rights (a “Claim Against You”), and shall will indemnify You for from any losses, costs, damages, expenses, solicitor fees and liabilities, including court costs and reasonable legal fees, suffered or incurred by finally awarded against You in connection with any claim, demand, suit, or proceeding as a result of, and/or or for amounts paid by You under a court-settlement approved settlement by Us in writing of, a Claim Against You; , provided that You (a) promptly give Us written notice of the Claim Against You upon Your obtaining knowledge of the Claim; You, (b) give Us sole control of the defense defence and settlement of the Claim Against You (provided except that We may not settle any Claim Against You without your express written consent unless the settlement it unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your partliability); , and (c) provide to give Us all reasonable assistance, at Our expense. In the event of If We receive information about an infringement or misappropriation claim related to a Claim Against You, or if We reasonably believe the Infrastructure may infringe or misappropriateService, We may in Our discretion and at no cost to You (i) modify the Infrastructure Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under “Our PRODUQTIVE Warranties” above, (ii) obtain a license for Your continued use of the Infrastructure that Service in accordance with this Agreement, or (iii) terminate Your Customer subscriptions for such Infrastructure that Service upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defence and indemnification obligations do not apply if (1) the allegation does not state with specificity that our Services are the basis of the Claim Against You; (2) a Claim Against You arises from the use or combination of our Services or any part thereof with software, hardware, data, or processes not provided by Us, if our Services or use thereof would not infringe without such Customer subscriptions after combination; (3) a Claim Against You arises from Services under an Order Form for which there is no charge; (4) a Claim against You is based on traditional online storefront commerce functionality that is or was in general use in the effective date industry; or (5) a Claim Against You arises from Content, a 3rd Party Application or Your use of terminationthe Services in violation of this Agreement, the Documentation or applicable Order Forms.

Indemnification by Us. We shall indemnify, will defend, indemnify and hold You harmless against against, including at Our option settle, any claim, demand, suit, suit or proceeding made or brought against You by a an unaffiliated third party alleging to the extent asserting (a) that Our personnel in their performance of the Services caused death, per- xxxxx injury or damage to tangible property, (b) a breach of a material obligation We have under this Agreement or applicable law, or (c) that the use of the Infrastructure or On-Demand Services as permitted hereunder infringes or misappropriates any infringe a valid U.S. patent, copyright, copyright or other intellectual property right of a third party or violates applicable law trade secret (each a “Claim Against YouClaim” and the last of which an “IP Claim”), and shall indemnify You for including with respect to any losses, costs, damages, expenses, attorneys fees and liabilities, including court costs and reasonable legal fees, suffered or incurred by finally awarded against You in connection with any claim, demand, suit, or proceeding as a result of, and/or or for amounts paid by You under a court-approved settlement ofWe approve in advance in writing, a Claim Against Youof any such Claim; provided that You You: (a) promptly give Us written notice of the Claim Against You upon Your obtaining knowledge of the Claim; (b) give Us sole control of the defense and settlement of the Claim Against You (provided except that We may not settle any Claim Against You without your express written consent unless the settlement it unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your partliability); and (c) provide to give Us all reasonable assistance, at Our expensecost. The above defense and indemnification obligations do not apply to the extent a Claim arises from Your breach of this Agreement or applicable SOW. In the event of a Claim Against Youan IP Claim, or if then We reasonably believe the Infrastructure may infringe or misappropriatemay, We may in Our discretion and at no cost sole discretion, obtain the right for You to You (i) continue to use the Services, modify the Infrastructure Services so that they are no longer infringe or misappropriate, without breaching Our warranties under “Our Warranties” above, (ii) obtain a license for Your continued use of the Infrastructure in accordance with this Agreementinfringing, or require that You no longer use the Services (iii) terminate Your Customer subscriptions for such Infrastructure upon 30 days’ written notice and in which instance We will refund to You the amount You paid for such Services no longer available for Your use). We shall have no liability or obligation for any prepaid fees covering IP Claim, hereunder or otherwise, to the remainder extent resulting from or caused by: (x) use or combination of the term Services with any other goods or services We have not supplied or provided; or (y) any modification or alteration of the Services by a party other than ourselves; or (z) Your failure to use updates or modifications to the Services We may provide, to the extent such Customer subscriptions after updated or modified Services would have avoided the effective date IP Claim and We offered the updated or modified Services to You at no charge. The foregoing expresses Your sole remedy, and Our sole liability, hereunder or otherwise, for any claim of terminationinfringement, including any IP Claims.

Indemnification by Us. We shall will indemnify, defend, hold harmless and hold defend You harmless against any claim, demand, suit, or proceeding proceeding, losses, damages, including costs such as attorneys fees ( "Claim" ) made or brought against You by a third party alleging arising out of or in connection with (a) allegations that any Service(s) or the use of the Infrastructure or On-Demand Services as permitted hereunder Terbine Exchange infringes or misappropriates any patentsuch third party's intellectual property rights, copyright(b) Our breach of this Agreement or applicable Order Form(s), or other intellectual property right of a third party (c) Our gross negligence or violates applicable law (a “intentional misconduct ( "Claim Against You”"), and shall indemnify will indemnify, hold harmless and defend You for from any losses, costs, damages, expenses, attorney fees and liabilities, including court costs and reasonable legal fees, suffered or incurred by finally awarded against You in connection with any claim, demand, suit, or proceeding as a result of, and/or or for amounts paid by You under a court-settlement approved settlement by Us in writing of, a Claim Against You; , provided that You (a1) promptly give Us written notice of the Claim Against You upon Your obtaining knowledge of the Claim; You, (b2) give Us sole control of the defense and settlement of the Claim Against You (provided except that We may not settle any Claim Against You without your express written consent unless the settlement unconditionally releases You of all liability and does not impose any obligations or require any affirmative action on Your partcontains no findings of fault against You); , and (c3) provide to give Us all reasonable assistance, at Our expense. In If We receive information about an infringement or misappropriation claim related to a Service and/or the event of a Claim Against You, or if We reasonably believe the Infrastructure may infringe or misappropriateTerbine Exchange, We may in Our discretion and at no cost to You (i) modify the Infrastructure Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under “Our Warranties” as set forth above, (ii) obtain a license for Your continued use of the Infrastructure that Service and Terbine Exchange in accordance with this Agreement, or (iii) terminate Your Customer subscriptions for such Infrastructure upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such Customer subscriptions after the effective date of termination.or