Common use of Indemnification by Us Clause in Contracts

Indemnification by Us. We will defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that the use of a Purchased Services in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights (a “Claim Against You”), and will indemnify You from any damages, attorney fees and costs finally awarded against You as a result of, or for amounts paid by You under a court-­approved settlement of, a Claim Against You, provided You (a) promptly give Us written notice of the Claim Against You, (b) give Us sole control of the defense and settlement of the Claim Against You (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability), and (c) give Us all reasonable assistance, at Our expense. If We receive information about an infringement or misappropriation claim related to the Services, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringes or misappropriates, without breaching Our warranties under Section 8.1 (Our Warranties), (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your subscriptions for the Services or impacted portion of the Services upon 30 days’ written notice and refund 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 Third Party Applications or Your breach of this Agreement.

Indemnification by Us. We will shall defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that the use of a the Purchased Services in accordance with this Agreement as permitted hereunder infringes or misappropriates such third party’s the intellectual property rights of a third party (a “Claim Against You”), and will shall indemnify You from for any damages, attorney fees and costs finally awarded against You as a result of, or and for amounts paid by You under a court-­approved court-approved settlement of, a Claim Against You, ; provided that You (a) promptly give Us written notice of the Claim Against You, (b) give gives Us sole control of the defense and settlement of the Claim Against You (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability), and (c) give provide to Us all reasonable assistance, at Our expense. If In the event of a Claim Against You, or if We receive information about an infringement reasonably believe the Purchased Services may infringe or misappropriation claim related to the Servicesmisappropriate, We may in Our discretion and at no cost to You (i) modify the Purchased Services so that they no longer infringes infringe or misappropriatesmisappropriate, without breaching Our warranties under Section 8.1 (“Our Warranties)” above, (ii) obtain a license for Your continued use of the Purchased Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for the Services or impacted portion of the such Services upon 30 days’ written notice and refund You any prepaid fees covering the remainder of the term of such User subscriptions after the 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 effective date of this Agreement.termination

Indemnification by Us. We will shall defend You against any claim, demand, suit suit, or proceeding made or brought against You by a third party alleging that the use of a Purchased the Services in accordance with this Agreement as permitted hereunder infringes or misappropriates such third party’s the intellectual property rights of a third party (a “"Claim Against You”"), and will shall indemnify You from for any damages, attorney fees and costs finally awarded against You as a result of, or and for amounts paid by You under a court-­approved court-approved settlement of, a Claim Against You, ; provided that You (a) promptly give Us written notice of the Claim Against You, ; (b) give Us sole control of the defense and settlement of the Claim Against You (except provided that We may not settle any Claim Against You unless it the settlement unconditionally releases You of all liability), ; and (c) give provide to Us all reasonable assistance, at Our expense. If In the event of a Claim Against You, or if We receive information about an infringement reasonably believe the Services may infringe or misappropriation claim related to the Servicesmisappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringes infringe or misappropriatesmisappropriate, without breaching Our warranties under Section 8.1 (“Our Warranties)” above, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your subscriptions for the Services or impacted portion of the such Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such subscriptions after the 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 effective date of this Agreementtermination.

Indemnification by Us. We will shall defend You against any claim, demand, suit suit, or proceeding made or brought against You by a third party alleging that the use of a Purchased the Services in accordance with this Agreement as permitted hereunder infringes or misappropriates such third party’s the intellectual property rights of a third party (a “"Claim Against You”"), and will shall indemnify You from for any damages, attorney fees and costs finally awarded against You as a result of, or and for amounts paid by You under a court-­approved court approved settlement of, a Claim Against You, ; provided that You (a) promptly give Us written notice of the Claim Against You, ; (b) give Us sole control of the defense and settlement of the Claim Against You (except provided that We may not settle any Claim Against You unless it the settlement unconditionally releases You of all liability), ; and (c) give provide to Us all reasonable assistance, at Our expense. If In the event of a Claim Against You, or if We receive information about an infringement reasonably believe the Services may infringe or misappropriation claim related to the Servicesmisappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringes infringe or misappropriatesmisappropriate, without breaching Our warranties under Section 8.1 (“Our Warranties)” above, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for the Services or impacted portion of the such Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the 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 effective date of this Agreementtermination.

Indemnification by Us. We will shall defend You against any claim, demand, suit suit, or proceeding made or brought against again You by a third party alleging that the use of a Purchased Services in accordance with this Agreement the Service as permitted hereunder infringes or misappropriates such third party’s the intellectual property rights of a third party (a “‘Claim Against You”’), and will shall indemnify You from for any damages, attorney fees and costs finally awarded against You as a result of, or and for amounts paid by You under a court-­approved court-approved settlement of, a Claim Against You, ; provided You that You: (a) promptly give Us written notice of the Claim Against You, ; (b) give Us sole control of the defense defence and settlement of the Claim Against You (except provided that We may not settle any Claim Against You unless it the settlement unconditionally releases You of all liability), ; and (c) give provide to Us all reasonable assistance, at Our expense. If In the event of a Claim Against You, or if We receive information about an infringement reasonably believe the Service may infringe or misappropriation claim related to the Servicesmisappropriate, We may in Our discretion and at no cost to You You: (i) modify the Services Service so that they no longer infringes infringe or misappropriatesmisappropriate, without breaching Our warranties under Section 8.1 (‘Our Warranties), ’ above; (ii) obtain a license licence for Your continued use of the Services Service in accordance with this Agreement, ; or (iii) terminate Your User subscriptions for the Services or impacted portion of the Services such Service upon 30 days’ written notice and refund to You any an prepaid fees covering the remainder of the term of such User subscriptions after the 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 effective date of this Agreementtermination.

Indemnification by Us. We will shall defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that the use of a the Purchased Services in accordance with this Agreement as permitted hereunder infringes or misappropriates such third party’s the intellectual property rights of a third party (a “Claim Against You”), and will shall indemnify You from for any damages, attorney fees and costs finally awarded against You as a result of, or and for amounts paid by You under a court-­approved court-approved settlement of, a Claim Against You, ; provided that You (a) promptly give Us written notice of the Claim Against You, (b) give gives Us sole control of the defense and settlement of the Claim Against You (except provided that We may not settle any Claim Against You unless it the settlement unconditionally releases You of all liability), and (c) give provide to Us all reasonable assistance, at Our expense. If In the event of a Claim Against You, or if We receive information about an infringement reasonably believe the Purchased Services may infringe or misappropriation claim related to the Servicesmisappropriate, We may in Our discretion and at no cost to You (i) modify the Purchased Services so that they no longer infringes infringe or misappropriatesmisappropriate, without breaching Our warranties under Section 8.1 (“Our Warranties)” above, (ii) obtain a license for Your continued use of the Purchased Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for the Services or impacted portion of the such Services upon 30 days’ written notice and refund You any prepaid fees covering the remainder of the term of such User subscriptions after the 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 effective date of this Agreementtermination.

Indemnification by Us. We will shall defend You against any claim, demand, suit suit, or proceeding made or brought against You by a third party alleging that the use of a Purchased the Services in accordance with this Agreement as permitted hereunder infringes or misappropriates such third party’s the intellectual property rights of a third party (a “"Claim Against You”"), and will shall indemnify You from for any damages, attorney fees and costs finally awarded against You as a result of, or and for amounts paid by You under a court-­approved court approved settlement of, a Claim Against You, ; provided that You (a) promptly give Us written notice of the Claim Against You, ; (b) give Us sole control of the defense and settlement of the Claim Against You (except provided that We may not settle any Claim Against You unless it the settlement unconditionally releases You of all liability), ; and (c) give provide to Us all reasonable assistance, at Our expense. If In the event of a Claim Against You, or if We receive information about an infringement reasonably believe the Services may infringe or misappropriation claim related to the Servicesmisappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringes infringe or misappropriatesmisappropriate, without breaching Our warranties under Section 8.1 (“Our Warranties)” above, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your subscriptions Subscriptions for the Services or impacted portion of the such Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such Subscriptions after the 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 effective date of this Agreementtermination.

Indemnification by Us. We will defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that the use of a Purchased Services in accordance with this Agreement any Service infringes or misappropriates such third party’s intellectual property rights (a “Claim Against You”), and will indemnify You from any damages, attorney fees and costs finally awarded against You as a result of, or for amounts paid by You under a court-­approved settlement approved by Us in writing of, a Claim Against You, provided You (a) promptly give Us written notice of the Claim Against You, (b) give Us sole control of the defense and settlement of the Claim Against You (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability), and (c) give Us all reasonable assistance, at Our expense. If We receive information about an infringement or misappropriation claim related to the Servicesa Service, We may in Our discretion and at no cost to You (i) modify the Services so that they are no longer infringes claimed to infringe or misappropriatesmisappropriate, without breaching Our warranties under Section 8.1 (Our “Invia Warranties)” above, (ii) obtain a license for Your continued use of the Services that Service in accordance with this Agreement, or (iii) terminate Your subscriptions for the Services or impacted portion of the Services that Service upon 30 days’ written notice and refund 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 Third Party Applications Content, a Non-Invia Application or Your breach use of the Services in violation of this Agreement, the Documentation or applicable Orders.

Indemnification by Us. We will defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that the use of a Purchased Services Service in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights (a “Claim Against You”), and will indemnify You from any damages, attorney fees and costs finally awarded against You as a result of, or for amounts paid by You under a court-­approved court-approved settlement of, a Claim Against You, provided You (a) promptly give Us written notice of the Claim Against You, (b) give Us sole control of the defense and settlement of the Claim Against You (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability), and (c) give Us all reasonable assistance, at Our expense. If We receive information about an infringement or misappropriation claim related to the Servicesa Service, We may in Our discretion and at no cost to You (i) modify the Services Service so that they it no longer infringes or misappropriates, without breaching Our warranties under Section 8.1 (Our Warranties), (ii) obtain a license for Your continued use of the Services that Service in accordance with this Agreement, or (iii) terminate Your subscriptions for the Services or impacted portion of the Services upon 30 days’ written notice that Service and refund 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 Third Party Applications or Your breach of this Agreement.

Indemnification by Us. We will defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that the use of a Purchased Services Service in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights (a “Claim Against You”), and will indemnify You from any damages, attorney fees and costs finally awarded against You as a result of, or for amounts paid by You under a court-­approved in settlement of, a Claim Against You, provided You (a) promptly give Us written notice of the Claim Against You, (b) give Us sole control of the defense and settlement of the Claim Against You (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability), and (c) give Us all reasonable assistance, at Our expense. If We receive information about an infringement or misappropriation claim related to the Servicesa Service, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringes infringe or misappropriatesmisappropriate, without breaching Our warranties under Section 8.1 (“Our Warranties)” above, (ii) obtain a license for Your continued use of the Services that Service in accordance with this Agreement, or (iii) terminate Your subscriptions for the Services or impacted portion of the Services that Service upon 30 days’ written notice and refund 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 Third Party Applications or Your breach of this Agreement.

Indemnification by Us. We will defend You you from and against any claim, demand, suit suit, or proceeding made or brought against You you by a third party Third Party alleging that the use of a Purchased the Services in accordance with this Agreement as permitted hereunder infringes or misappropriates such third partyThird Party’s intellectual property rights (a “Claim Against You”), and will indemnify You from you for any damages, attorney fees and costs finally awarded against You you as a result of, or and for amounts paid by You you under a court-­approved court-approved settlement approved by us in writing of, a Claim Against You, provided You that you (a) promptly give Us us written notice of the Claim Against You, (b) give Us us sole control of the defense and settlement of the Claim Against You (except provided that We we may not settle any Claim Against You unless it the settlement unconditionally releases You you of all liability), and (c) give Us provide to us all reasonable assistance, at Our our expense. If We receive information about an infringement In the event of a Claim Against You, or misappropriation claim related to if we reasonably believe the ServicesServices may infringe or misappropriate, We we may in Our our sole discretion and at no cost to You (i) modify the Services so that they no longer infringes infringe or misappropriatesmisappropriate, without breaching Our our warranties under Section 8.1 (Our Warranties)8.1, (ii) obtain a license for Your your continued use of the Services in accordance with this Agreement, or (iii) terminate Your your subscriptions for the Services or impacted portion of the such Services upon 30 days’ days written notice and refund You to you any prepaid fees covering the remainder of the term of such subscriptions after the terminated subscriptionseffective date of termination. The above foregoing defense and indemnification obligations do not apply to the extent a Claim Against You arises from (1) a Third Party Applications or Your breach 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 will shall defend You against any claim, demand, suit suit, or proceeding made or brought against You by a third party alleging that the use of a Purchased the Services in accordance with this Agreement infringes as permitted hereunder infringe or misappropriates such third party’s misappropriate the intellectual property rights of a third party (a “"Claim Against You”"), and will shall indemnify You from for any damages, reasonable attorney fees and costs finally awarded against You as a result of, or and for amounts paid by You under a court-­approved court­approved settlement of, a Claim Against You, You; provided that You (a) promptly give Us written notice of the Claim Against You, You; (b) give Us sole control of the defense and settlement of the Claim Against You (except provided that We may not settle any Claim Against You unless it the settlement unconditionally releases You of all liability), liability); and (c) give provide to Us all reasonable assistance, at Our expense. If In the event of a Claim Against You, or if We receive information about an infringement reasonably believe the Services may infringe or misappropriation claim related to the Servicesmisappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringes infringe or misappropriatesmisappropriate, without breaching Our warranties under Section 8.1 (“Our Warranties)” above, (ii) obtain a license for Your continued use of the Services in accordance with this AgreementAgreement and Your Order Form, or (iii) terminate Your User subscriptions for the Services or impacted portion of the such Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the 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 effective date of this Agreementtermination.

Indemnification by Us. We will shall defend You against any claim, demand, suit suit, or proceeding made or brought against You by a third party alleging that the use of a Purchased the Services in accordance with this Agreement as permitted hereunder infringes or misappropriates such third party’s the intellectual property rights of a third party (a “"Claim Against You”"), and will shall indemnify You from for any damages, attorney fees and costs finally awarded against You as a result of, or and for amounts paid by You under a court-­approved court-approved settlement of, a Claim Against You, ; provided that You (a) promptly give Us written notice of the Claim Against You, ; (b) give Us sole control of the defense and settlement of the Claim Against You (except provided that We may not settle any Claim Against You unless it the settlement unconditionally releases You of all liability), ; and (c) give provide to Us all reasonable assistance, at Our expense. If In the event of a Claim Against You, or if We receive information about an infringement reasonably believe the Services may infringe or misappropriation claim related to the Servicesmisappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringes infringe or misappropriatesmisappropriate, without breaching Our warranties under Section 8.1 (“Our Warranties)” above, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your subscriptions for the Services or impacted portion of the Services upon 30 days’ written notice and refund 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 Third Party Applications or Your breach of this Agreement.this

Indemnification by Us. We will defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that the use of a Purchased Services Service in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights (a “Claim Against You”), and will indemnify You from any damages, attorney fees and costs finally awarded against You as a result of, or for amounts paid by You under a court-­approved court-approved settlement of, a Claim Against You, provided You (a) promptly give Us written notice of the Claim Against You, (b) give Us sole control of the defense and settlement of the Claim Against You (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability), and (c) give Us all reasonable assistance, at Our expense. If We receive information about an infringement or misappropriation claim related to the Servicesa Service, We may in Our discretion and at no cost to You (i) modify the Services Service so that they it no longer infringes or misappropriates, without breaching Our warranties under Section 8.1 9.2 (Our Warranties), (ii) obtain a license for Your continued use of the Services that Service in accordance with this Agreement, or (iii) terminate Your subscriptions for the Services or impacted portion of the Services that Service upon 30 thirty (30) days’ written notice and refund 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 from: (A) a Third Party Applications Application, (B) Your Services Data or Content, or (C) Your breach of this Agreement.. This

Indemnification by Us. We will defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that the use of a Purchased Services Service in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights (a “Claim Against You”), and will indemnify You from any damages, attorney fees and costs finally awarded against You as a result of, or for amounts paid by You under a court-­approved court-approved settlement of, a Claim Against You, provided You (a) promptly give Us written notice of the Claim Against You, (b) give Us sole control of the defense and settlement of the Claim Against You (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability), and (c) give Us all reasonable assistance, at Our expense. If We receive information about an infringement or misappropriation claim related to the Servicesa Service, We may in Our discretion and at no cost to You (i) modify the Services Service so that they it no longer infringes or misappropriates, without breaching Our warranties under Section 8.1 9.2 (Our Warranties), (ii) obtain a license for Your continued use of the Services that Service in accordance with this Agreement, or (iii) terminate Your subscriptions for the Services or impacted portion of the Services that Service upon 30 days’ written notice and refund 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 Third Party Applications Content, a Non-ManyWho Application or Your breach of this Agreement.

Indemnification by Us. We will defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that the Your authorized use of a Purchased Work Product or Our provision of Professional Services in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights (a “Claim Against You”), and will indemnify You from any damages, attorney fees damages and costs finally awarded against You as a result of, or for amounts paid by You under a court-­approved court- approved settlement of, a Claim Against You, provided You (a) promptly give Us written notice of the Claim Against You, (b) give Us sole control of the defense and settlement of the Claim Against You (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability), and (c) give Us all reasonable assistance, at Our expense. If We receive information about an infringement or misappropriation claim related to the Work Product or Professional Services, We may in Our discretion and at no cost to You (i) modify the Work Product or Professional Services so that they it no longer infringes or misappropriates, without breaching Our warranties under Section 8.1 (Our Warranties)6.1, (ii) obtain a license for Your continued use of the Services Work Product in accordance with this Professional Services Agreement, or (iii) terminate Your subscriptions for the this Professional Services or impacted portion of the Services upon 30 days’ written notice Agreement and refund You any prepaid the fees covering paid for the remainder of the term of the terminated subscriptionsaffected Work Product. The above defense and indemnification obligations do not apply to the extent a Claim Against You arises from Third Party Applications a Non-4SIGHT Application or Your breach of this Professional Services Agreement.

Indemnification by Us. We will shall defend You against any claim, demand, suit suit, or proceeding made or brought against You by a third party alleging that the use of a Purchased the CustomerGauge Services in accordance with this Agreement as permitted hereunder infringes or misappropriates such third party’s the intellectual property rights of a third party (a “Claim Against You”), and will shall indemnify You from for any damages, attorney fees and costs finally awarded against You as a result of, or and for amounts paid by You under a court-­approved court-approved settlement of, a Claim Against You, ; provided that You (a) promptly give Us written notice of the Claim Against You, ; (b) give Us sole control of the defense and settlement of the Claim Against You (except provided that We may not settle any Claim Against You unless it the settlement unconditionally releases You of all liability), ; and (c) give provide to Us all reasonable assistance, at Our expense. If In the event of a Claim Against You, or if We receive information about an infringement reasonably believe the CustomerGauge Services may infringe or misappropriation claim related to the Servicesmisappropriate, We may in Our discretion and at no cost to You (i) modify the CustomerGauge Services so that they no longer infringes infringe or misappropriates, without breaching Our warranties under Section 8.1 (Our Warranties)misappropriate, (ii) obtain a license for Your continued use of the CustomerGauge Services in accordance with this Agreement, or (iii) terminate Your subscriptions Company subscription for the Services or impacted portion of the such CustomerGauge Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the 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 effective date of this Agreementtermination.

Indemnification by Us. We will defend You against any claim, demand, suit or proceeding made or brought against You by If a third party alleging makes a claim against you that the use of a Purchased Services in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights (a “Claim Against You”)infringe its Intellectually Property Rights, we will, at our cost, defend you against the claim and will indemnify You from any you for the damages, attorney fees costs and costs expenses finally awarded against You as you by a result of, court of competent jurisdiction or for amounts paid agreed to in a written settlement agreement signed by You under a court-­approved settlement of, a Claim Against Youus, provided You that you (a) promptly give Us notify us in written notice of the Claim Against You, such claim; (b) give Us us sole control of the defense and settlement negotiation of the Claim Against You (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability), claim; and (c) give Us provide us with all reasonable assistanceinformation, at Our expenseauthority and assistance necessary for us to defend against or settle the claim. If We receive information about an infringement or misappropriation claim related to the Services, We may in Our at our sole and absolute discretion and at no cost to You (ia) modify the Services so that they no longer infringes or misappropriates, without breaching Our warranties under Section 8.1 to be non-infringing while substantially preserving its functionality; and/or (Our Warranties), (iib) obtain a license to allow for Your continued use use; and/or (c) terminate the provision of the Services in accordance and refund the fees prepaid for unused Services upon prior written notice. Notwithstanding the foregoing, we will not indemnify you if (a) the claim is caused by the use or combination of the Services or any part thereof with software, hardware and/or content not provided by us; (b) the claim arises from Your Content, third-party content, or your breach of this Agreement; (c) you alter the Services or use it outside the scope of use, the terms of this Agreement, or other applicable terms and conditions governing the use of such Services; and/or (iiid) terminate Your subscriptions for you fail to use the Services or impacted portion updated version of the Services upon 30 days’ written notice and refund You any prepaid fees covering Services, or fail to implement the remainder of recommendations from us, if the term of infringement claim could have been avoided by using an unaltered current version or implementing the 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 this Agreementrecommendations we provided.

Indemnification by Us. We will defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that the use of a Purchased Services Service in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights (a “Claim Against You”), and will indemnify You from any damages, attorney fees and costs finally awarded against You as a result of, or for amounts paid by You under a court-­approved court-approved settlement of, a Claim Against You, provided You (a) promptly give Us written notice of the Claim Against You, (b) give Us sole control of the defense and settlement of the Claim Against You (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability), and (c) give Us all reasonable assistance, at Our expense. If We receive information about an infringement or misappropriation claim related to the Servicesa Service, We may in Our discretion and at no cost to You (i) modify the Services Service so that they it no longer infringes or misappropriates, without breaching Our warranties under Section 8.1 9.2 (Our Warranties), (ii) obtain a license for Your continued use of the Services that Service in accordance with this Agreement, or (iii) terminate Your subscriptions for the Services or impacted portion of the Services that Service upon 30 thirty (30) days’ written notice and refund 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 Third Party Applications a Non- 4SIGHT Application or Your breach of this Agreement.

Indemnification by Us. We will shall defend You against any claim, demand, suit suit, or proceeding (“Claim”) made or brought against You by a third party alleging that the use of a Purchased the Services in accordance with this Agreement as permitted hereunder infringes or misappropriates such third party’s the intellectual property rights (of a “Claim Against You”)third party, and will shall indemnify You from for any damagesdamages finally awarded against, and for reasonable attorney fees and costs finally awarded against incurred by, You as a result ofin connection with any such Claim; provided, 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, Claim; (b) give Us sole control of the defense and settlement of the Claim Against You (except provided that We may not settle any Claim Against You unless it the settlement unconditionally releases You of all liabilityliability and You may not make any admissions or settlements without Our prior written consent), and ; (c) give provide to Us all reasonable assistance, at Our expense. If We receive information about an ; and (d) provided that such infringement or misappropriation claim related to of any third party's intellectual property rights is not resulting from: (i) Your or Your Users misuse of the ServicesServices or the Site; (ii) Your use of the Services together with a Third Party Application or integration; or (iii) from non-compliance by You or Your Users of the terms and conditions contained herein. In the event of a Claim against You, or if We reasonably believe the Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringes infringe or misappropriates, without breaching Our warranties under Section 8.1 (Our Warranties)misappropriate, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for the Services or impacted portion of the such Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the 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 effective date of this Agreementtermination.

Indemnification by Us. We will shall defend You against any claim, demand, suit suit, or proceeding made or brought against You by a third party alleging that the use of a Purchased the Services in accordance with this Agreement as permitted hereunder infringes or misappropriates such third party’s the intellectual property rights of a third party (a “"Claim Against You”"), and will shall indemnify You from for any damages, attorney legal fees and costs finally awarded against You as a result of, or and for amounts paid by You under a court-­approved court-approved settlement of, a Claim Against You, ; provided that You (a) promptly give Us written notice of the Claim Against You, ; (b) give Us sole control of the defense and settlement of the Claim Against You (except provided that We may not settle any Claim Against You unless it the settlement unconditionally releases You of all liability), ; and (c) give provide to Us all reasonable assistance, at Our expense. If In the event of a Claim Against You, or if We receive information about an infringement reasonably believe the Services may infringe or misappropriation claim related to the Servicesmisappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringes infringe or misappropriatesmisappropriate, without breaching Our warranties under Section 8.1 (“Our Warranties)” above, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for the Services or impacted portion of the such Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the 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 effective date of this Agreementtermination.

Indemnification by Us. We will shall defend You against any claim, demand, suit suit, or proceeding made or brought against You by a third party alleging that the use of a Purchased the Services in accordance with this Agreement as permitted hereunder infringes or misappropriates such any Canadian or United States’ registered patents, copyrights or trade-mark rights of a third party’s intellectual property rights party (a “Claim Against You”), and will shall indemnify You from for any damages, attorney legal fees and costs finally awarded against You as a result of, or and for amounts paid by You under a court-­approved court-approved settlement of, a Claim Against You, ; provided that You (a) promptly give Us written notice of the Claim Against You, ; (b) give Give Us sole control of the defense and settlement of the Claim Against You (except provided that We may not settle any Claim Against You unless it the settlement unconditionally releases You of all liability), ; and (c) give provide to Us all reasonable assistance, at Our expense. If We receive information about an infringement In the event of a Claim against You, or misappropriation claim related to if we reasonably believe the ServicesServices may infringe or misappropriate, We may in Our discretion and at no cost to You you (i) modify the Services so that they no longer infringes infringe or misappropriatesmisappropriate , without breaching Our warranties under Section 8.1 (“Our Warranties)” above, (iiII) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for the Services or impacted portion of the Services such services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the 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 effective date of this Agreementtermination.

Indemnification by Us. We will defend You you against any claim, demand, suit or proceeding made or brought against You you by a third party (i) alleging that the use of a Purchased our Services in accordance with this Agreement infringes infringe or misappropriates misappropriate such third party’s intellectual property rights or (ii) directly caused by our fraud, willful misconduct or deliberate wrongdoing (each, a “Claim Against You”), and will indemnify You you from any damages, attorney fees and costs finally awarded against You you as a result of, or for amounts paid by You you under a court-­approved settlement approved by us in writing of, a Claim Against You, provided You you (a) promptly give Us us written notice of the Claim Against You, (b) give Us us sole control of the defense and settlement of the Claim Against You (except that We we may not settle any Claim Against You unless it unconditionally releases You you of all liability), and (c) give Us us all reasonable assistance, at Our our expense. If We we receive information about an infringement or misappropriation claim related to the Services, We we may in Our our discretion and at no cost to You you (i) modify the Services so that they are no longer infringes claimed to infringe or misappropriatesmisappropriate, without breaching Our our warranties under Section 8.1 (Our Warranties)in this Agreement, (ii) obtain a license for Your your continued use of the Services infringing Service in accordance with this Agreement, or (iii) terminate Your subscriptions for the Services or impacted portion of the Services upon 30 days’ written notice and refund 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 Third Party Applications or Your breach of this Agreement.or

Indemnification by Us. We will defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that the use of a Purchased Services Service in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights (a “Claim Against You”), and will indemnify You from any damages, attorney fees and costs finally awarded against You as a result of, or for amounts paid by You under a court-­approved court-approved settlement of, a Claim Against You, provided You (a) promptly give Us written notice of the Claim Against You, (b) give Us sole control of the defense and settlement of the Claim Against You (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability), and (c) give Us all reasonable assistance, at Our expense. If We receive information about an infringement or misappropriation claim related to the Servicesa Service, We may in Our discretion and at no cost to You (i) modify the Services Service so that they it no longer infringes or misappropriates, without breaching Our warranties under Section 8.1 9.2 (Our Warranties), (ii) obtain a license for Your continued use of the Services that Service in accordance with this Agreement, or (iii) terminate Your subscriptions for the Services or impacted portion of the Services that Service upon 30 days’ written notice and refund 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 Third Party Applications Content, a Non-Allergen Friendly Application or Your breach of this Agreement.

Indemnification by Us. We will defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that the use of a Purchased Services Service in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights (a “Claim Against You”), and will indemnify You from any damages, attorney fees and costs finally awarded against You as a result of, or for amounts paid by You under a court-­approved court-approved settlement of, a Claim Against You, provided You (a) promptly give Us written notice of the Claim Against You, (b) give Us sole control of the defense and settlement of the Claim Against You (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability), and (c) give Us all reasonable assistance, at Our expense. If We receive information about an infringement or misappropriation claim related to the Servicesa Service, We may in Our discretion and at no cost to You (i) modify the Services Service so that they it no longer infringes or misappropriates, without breaching Our warranties under Section 8.1 9.2 (Our Warranties), (ii) obtain a license for Your continued use of the Services that Service in accordance with this Agreement, or (iii) terminate Your subscriptions for the Services or impacted portion of the Services that Service upon 30 thirty (30) days’ written notice and refund 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 Third a Third-Party Applications Application or Your breach of this Agreement.

Indemnification by Us. We will shall defend You against any claim, demand, suit suit, or proceeding made or brought against You by a third party alleging that the use of a Purchased the Services in accordance with this Agreement as permitted hereunder infringes or misappropriates such third party’s the intellectual property rights of a third party (a “"Claim Against You”)") on any US patent, and will shall indemnify You from for any damages, attorney fees and costs finally awarded against You as a result of, or and for amounts paid by You under a court-­approved court-approved settlement of, a Claim Against You, ; provided that You (a) promptly give Us written notice of the Claim Against You, ; (b) give Us sole control of the defense and settlement of the Claim Against You (except provided that We may not settle any Claim Against You unless it the settlement unconditionally releases You of all liability), ; and (c) give provide to Us all reasonable assistance, at Our expense. If In the event of a Claim Against You, or if We receive information about an infringement reasonably believe the Services may infringe or misappropriation claim related to the Servicesmisappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringes infringe or misappropriatesmisappropriate, without breaching Our warranties under Section 8.1 (“Our Warranties)” above, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for the Services or impacted portion of the such Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the 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 effective date of this Agreementtermination.

Indemnification by Us. We will defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that the use of a Purchased Services in accordance with this Agreement any Service infringes or misappropriates such third party’s intellectual property rights (a “Claim Against You”), and will indemnify You from any damages, attorney fees and costs finally awarded against You as a result of, or for amounts paid by You under a court-­approved settlement approved by Us in writing of, a Claim Against You, provided You (a) promptly give Us written notice of the Claim Against You, (b) give Us sole control of the defense and settlement of the Claim Against You (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability), and (c) give Us all reasonable assistance, at Our expense. If We receive information about an infringement or misappropriation claim related to the Servicesa Service, We may in Our discretion and at no cost to You (i) modify the Services so that they are no longer infringes claimed to infringe or misappropriatesmisappropriate, without breaching Our warranties under Section 8.1 (Our “Vincere Warranties)” above, (ii) obtain a license for Your continued use of the Services in accordance that Service inaccordance with this Agreement, or (iii) terminate Your subscriptions for the Services or impacted portion of the Services that Service upon 30 days’ written notice and refund 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 Third Party Applications Content, a Non-Vincere Application or Your breach use of the Services in violation of this Agreement, the Documentation or applicable Order Forms.

Indemnification by Us. We will defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that the use of a Purchased Services in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights (a “Claim Against You”), and will indemnify You from any damages, attorney fees and costs finally awarded against You as a result of, or for amounts paid by You under a court-­approved court-approved settlement of, a Claim Against You, provided You (a) promptly give Us written notice of the Claim Against You, (b) give Us sole control of the defense and settlement of the Claim Against You (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability), and (c) give Us all reasonable assistance, at Our expense. If We receive information about an infringement or misappropriation claim related to the Services, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringes or misappropriates, without breaching Our warranties under Section 8.1 (Our Warranties), (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your subscriptions for the Services or impacted portion of the Services upon 30 days’ written notice and refund 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 Third Party Applications or Your breach of this Agreement.

Indemnification by Us. We will defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that the use of a Purchased Services Service in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights (a “Claim Against You”), and will indemnify You from any damages, reasonable attorney fees and costs finally awarded against You as a result of, or for amounts paid by You under a court-­approved court-approved settlement of, a Claim Against You, provided You (a) promptly give Us written notice of the Claim Against You, (b) give Us sole control of the defense and settlement of the Claim Against You (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability), and (c) give Us all reasonable assistance, at Our expense. If We receive information about an infringement or misappropriation claim related to the Servicesa Service, We may in Our discretion and at no cost to You (i) modify the Services Service so that they it no longer infringes or misappropriates, without breaching Our warranties under Section 8.1 9.2 (Our Warranties), (ii) obtain a license for Your continued use of the Services that Service in accordance with this Agreement, or (iii) terminate Your subscriptions for the Services or impacted portion of the Services that Service upon 30 days’ written notice and refund 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 Third Party Applications Content, a Non-Wastebits Application or Your breach of this Agreement.

Indemnification by Us. We will shall defend You against any claim, demand, suit suit, or proceeding made or brought against You by a third party alleging that the use of a Purchased the Marketing Cloud Services in accordance with this Agreement as permitted hereunder infringes or misappropriates such third party’s the intellectual property rights of a third party (a “Claim Against You”), and will shall indemnify You from for any damages, attorney fees and costs finally awarded against You as a result of, or and for amounts paid by You under a court-­approved court approved settlement of, a Claim Against You, ; provided that You (a) promptly give Us written notice of the Claim Against You, ; (b) give Us sole control of the defense and settlement of the Claim Against You (except provided that We may not settle any Claim Against You unless it the settlement unconditionally releases You of all liability), ; and (c) give provide to Us all reasonable assistance, at Our expense. If In the event of a Claim Against You, or if We receive information about an infringement reasonably believe the Marketing Cloud Services may infringe or misappropriation claim related to the Servicesmisappropriate, We may in Our discretion and at no cost to You (i) modify the Marketing Cloud Services so that they no longer infringes infringe or misappropriatesmisappropriate, without breaching Our warranties under Section 8.1 (“Our Warranties)” above, (ii) obtain a license for Your continued use of the Marketing Cloud Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for the Services or impacted portion of the such Marketing Cloud Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the terminated subscriptionseffective date of termination. The above defense and indemnification obligations do For clarity, We shall not apply be required to indemnify You to the extent a Claim Against You arises from Your use of Indexed Content or a Third Party Applications or Your breach of this AgreementSocial Platform.

Indemnification by Us. We will defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that the use of a Purchased Services Service in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights (a “Claim Against You”), and will indemnify You from any damages, attorney fees and costs finally awarded against You as a result of, or for amounts paid by You under a court-­approved court-approved settlement of, a Claim Against You, provided You (a) promptly give Us written notice of the Claim Against You, (b) give Us sole control of the defense and settlement of the Claim Against You (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability), and (c) give Us all reasonable assistance, at Our expense. If We receive information about an infringement or misappropriation claim related to the Servicesa Service, We may in Our discretion and at no cost to You (i) modify the Services Service so that they it no longer infringes or misappropriates, without breaching Our warranties under Section 8.1 9.2 (Our Warranties), (ii) obtain a license for Your continued use of the Services that Service in accordance with this Agreement, or (iii) terminate Your subscriptions for the Services or impacted portion of the Services that Service upon 30 days’ written notice and refund 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 Third Party Applications Content, a Xxx-XxxXxxxXXX.xx Application or Your breach of this Agreement.

Indemnification by Us. We will defend You 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 a Purchased any cFive Services in accordance with this Agreement infringes created by Us infringe or misappropriates misappropriate such third party’s intellectual property rights Unites States published patents, copyrights, trademarks or trade secrets (a “Claim Against You”), and will indemnify You from any damages, reasonable attorney fees and costs finally awarded against You as a result of, or for amounts paid by You under a court-­approved settlement approved by Us in writing of, a Claim Against You, provided You (a) promptly give Us written notice of the Claim Against You, (b) give Us sole control of the defense and settlement of the Claim Against You (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability), and (c) give Us all reasonable assistance, at Our expense. If We receive information about an infringement or misappropriation claim related to the cFive Services, We may in Our discretion and at no cost to You (i) modify the applicable cFive Services so that they are no longer infringes claimed to infringe or misappropriatesmisappropriate, without breaching Our warranties under Section 8.1 (Our “Warranties)” above, (ii) obtain a license for Your continued use of the applicable cFive Services in accordance with this Agreement, or (iii) terminate Your subscriptions for the Services or impacted portion of the Services upon 30 days’ written notice and refund 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 Third Party Applications or Your breach of this Agreement.or

Indemnification by Us. We will shall defend You against any claim, demand, suit suit, or proceeding made or brought against You by a third party alleging that the use of a Purchased the Services in accordance with this Agreement as permitted hereunder infringes or misappropriates such third party’s the intellectual property rights of a third party (a “"Claim Against You”"), and will shall indemnify You from for any damages, attorney fees and costs finally awarded against You as a result of, or and for amounts paid by You under a court-­approved court-approved settlement of, a Claim Against You, ; provided that You (a) promptly give Us written notice of the Claim Against You, ; (b) give Us sole control of the defense and settlement of the Claim Against You (except provided that We may not settle any Claim Against You unless it the settlement unconditionally releases You of all liability), ; and (c) give provide to Us all reasonable assistance, at Our expense. If In the event of a Claim Against You or if We receive information about an infringement reasonably believe the Services may infringe or misappropriation claim related to the Servicesmisappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringes infringe or misappropriatesmisappropriate, without breaching Our warranties under Section 8.1 (“Our Warranties)” above, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for the Services or impacted portion of the such Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the 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 effective date of this Agreementtermination.

Indemnification by Us. We will shall defend You against any claim, demand, suit suit, or proceeding made or brought against You by a third party alleging that the use of a Purchased the Xxxx.xxx Services in accordance with this Agreement as permitted hereunder infringes or misappropriates such third party’s the intellectual property rights of a third party (a “"Claim Against You”"), and will shall indemnify You from for any damages, attorney fees and costs finally awarded against You as a result of, or and for amounts paid by You under a court-­approved court-approved settlement of, a Claim Against You, ; provided that You (a) promptly give Us written notice of the Claim Against You, ; (b) give Us sole control of the defense and settlement of the Claim Against You (except provided that We may not settle any Claim Against You unless it the settlement unconditionally releases You of all liability), ; and (c) give provide to Us all reasonable assistance, at Our expense. If In the event of a Claim Against You, or if We receive information about an infringement reasonably believe the Xxxx.xxx Services may infringe or misappropriation claim related to the Servicesmisappropriate, We may in Our discretion and at no cost to You (i) modify the Xxxx.xxx Services so that they no longer infringes infringe or misappropriates, without breaching Our warranties under Section 8.1 (Our Warranties)misappropriate, (ii) obtain a license for Your continued use of the Xxxx.xxx Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for the Services or impacted portion of the such Xxxx.xxx Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the 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 effective date of this Agreementtermination.

Indemnification by Us. We will shall defend You against any claim, demand, suit suit, or proceeding made or brought against You by a third party alleging that the use of a Purchased the Services in accordance with this Agreement as permitted hereunder infringes or misappropriates such third party’s the intellectual property rights of a third party (a “"Claim Against You”"), and will shall indemnify You from for any damages, attorney fees and costs finally awarded against You as a result of, or and for amounts paid by You under a court-­approved court- approved settlement of, a Claim Against You, ; provided that You (a) promptly give Us written notice of the Claim Against You, ; (b) give Us sole control of the defense and settlement of the Claim Against You (except provided that We may not settle any Claim Against You unless it the settlement unconditionally releases You of all liability), ; and (c) give provide to Us all reasonable assistance, at Our expense. If In the event of a Claim Against You, or if We receive information about an infringement reasonably believe the Services may infringe or misappropriation claim related to the Servicesmisappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringes infringe or misappropriatesmisappropriate, without breaching Our warranties under Section 8.1 (“Our Warranties)” above, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for the Services or impacted portion of the such Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the 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 effective date of this Agreementtermination.

Indemnification by Us. We will defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that the use of a Purchased Services in accordance with this Agreement any Service infringes or misappropriates such third party’s intellectual property rights (a “Claim Against You”), and will indemnify You from any damages, attorney fees and costs finally awarded against You as a result of, or for amounts paid by You under a court-­approved settlement approved by Us in writing of, a Claim Against You, provided You (a) promptly give Us written notice of the Claim Against You, (b) give Us sole control of the defense and settlement of the Claim Against You (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability), and (c) give Us all reasonable assistance, at Our expense. If We receive information about an infringement or misappropriation claim related to the Servicesa Service, We may in Our discretion and at no cost to You (i) modify the Services so that they are no longer infringes claimed to infringe or misappropriatesmisappropriate, without breaching Our warranties under Section 8.1 (Our “CommissionTrac Warranties)” above, (ii) obtain a license for Your continued use of the Services that Service in accordance with this Agreement, or (iii) terminate Your subscriptions for the Services or impacted portion of the Services that Service upon 30 days’ written notice and refund 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 Third Party Applications Content, a Non- CommissionTrac Application or Your breach use of the Services in violation of this Agreement, the Documentation or applicable Order Forms.

Indemnification by Us. We will shall defend You against any claim, demand, suit suit, or proceeding made or brought against You by a third party alleging that the use of a Purchased the Services in accordance with this Agreement as permitted hereunder infringes or misappropriates such third party’s the intellectual property rights of a third party (a “Claim Against You”“), and will shall indemnify You from for any damages, attorney fees and costs finally awarded against You as a result of, or and for amounts paid by You under a court-­approved court-approved settlement of, a Claim Against You, ; provided that You (a) promptly give Us written notice of the Claim Against You, ; (b) give Us sole control of the defense and settlement of the Claim Against You (except provided that We may not settle any Claim Against You unless it the settlement unconditionally releases You of all liability), ; and (c) give provide to Us all reasonable assistance, at Our expense. If In the event of a Claim Against You, or if We receive information about an infringement reasonably believe the Services may infringe or misappropriation claim related to the Servicesmisappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringes infringe or misappropriatesmisappropriate, without breaching Our warranties under Section 8.1 (“Our Warranties)” above, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for the Services or impacted portion of the such Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the 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 effective date of this Agreementtermination.

Indemnification by Us. We will shall defend You against any claim, demand, suit suit, or proceeding made or brought against You by a third party alleging that the use of a Purchased the Services in accordance with this Agreement as permitted hereunder infringes or misappropriates such third party’s the intellectual property rights of a third party (a “"Claim Against You”"), and will shall indemnify You from for any damages, attorney fees and costs finally awarded against You as a result of, or and for amounts paid by You under a court-­approved court approved settlement of, a Claim Against You, ; provided that You (a) promptly give Us written notice of the Claim Against You, ; (b) give Us sole control of the defense and settlement of the Claim Against You (except provided that We may not settle any Claim Against You unless it the settlement unconditionally releases You of all liability), ; and (c) give provide to Us all reasonable assistance, at Our expense. If In the event of a Claim Against You, or if We receive information about an infringement reasonably believe the Services may infringe or misappropriation claim related to the Servicesmisappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringes infringe or misappropriatesmisappropriate, without breaching Our warranties under Section 8.1 (“Our Warranties)” above, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your subscriptions for the Services or impacted portion of the Services upon 30 days’ written notice and refund 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 Third Party Applications or Your breach of this Agreement.or

Indemnification by Us. We will shall defend You against any claim, demand, suit suit, or proceeding made or brought against You by a third party alleging that the use of a Purchased the Services in accordance with this Agreement as permitted hereunder infringes or misappropriates such third party’s the intellectual property rights of a third party (a “"Claim Against You”"), and will shall indemnify You from for any damages, attorney fees and costs finally awarded against You as a result of, or and for amounts paid by You under a court-­approved court approved settlement of, a Claim Against You, ; provided that You (a) promptly give Us written notice of the Claim Against You, ; (b) give Us sole control of the defense and settlement of the Claim Against You (except provided that We may not settle any Claim Against You unless it the settlement unconditionally releases You of all liability), ; and (c) give provide to Us all reasonable assistance, at Our expense. If In the event of a Claim Against You, or if We receive information about an infringement reasonably believe the Services may infringe or misappropriation claim related to the Servicesmisappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringes infringe or misappropriatesmisappropriate, without breaching Our warranties under Section 8.1 (“Our Warranties)” above, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your subscriptions Business Subscriptions for the Services or impacted portion of the such Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such Business Subscriptions after the 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 effective date of this Agreementtermination.

Indemnification by Us. We will shall defend You against any claim, demand, suit suit, or proceeding made or brought against You by a third party alleging that the use of a Purchased the Services in accordance with this Agreement infringes as permitted hereunder infringe or misappropriates such third party’s misappropriate the intellectual property rights of a third party (a “"Claim Against You”"), and will shall indemnify You from for any damages, reasonable attorney fees and costs finally awarded against You as a result of, or and for amounts paid by You under a court-­approved court-approved settlement of, a Claim Against You, ; provided that You (a) promptly give Us written notice of the Claim Against You, ; (b) give Us sole control of the defense and settlement of the Claim Against You (except provided that We may not settle any Claim Against You unless it the settlement unconditionally releases You of all liability), ; and (c) give provide to Us all reasonable assistance, at Our expense. If In the event of a Claim Against You, or if We receive information about an infringement reasonably believe the Services may infringe or misappropriation claim related to the Servicesmisappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringes infringe or misappropriatesmisappropriate, without breaching Our warranties under Section 8.1 (“Our Warranties)” above, (ii) obtain a license for Your continued use of the Services in accordance with this AgreementAgreement and Your Order Form, or (iii) terminate Your User subscriptions for the Services or impacted portion of the such Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the 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 effective date of this Agreementtermination.

Indemnification by Us. We will defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that the use of a Purchased Services Service in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights (a “Claim Against You”), and will indemnify You from any damages, attorney fees and costs finally awarded against You as a result of, or for amounts paid by You under a court-­approved court-approved settlement of, a Claim Against You, provided You (a) promptly give Us written notice of the Claim Against You, (b) give Us sole control of the defense and settlement of the Claim Against You (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability), and (c) give Us all reasonable assistance, at Our expense. If We receive information about an infringement or misappropriation claim related to the Servicesa Service, We may in Our discretion and at no cost to You (i) modify the Services Service so that they it no longer infringes or misappropriates, without breaching Our warranties under Section 8.1 9.2 (Our Warranties), (ii) obtain a license for Your continued use of the Services that Service in accordance with this Agreement, or (iii) terminate Your subscriptions for the Services or impacted portion of the Services that Service upon 30 days’ written notice and refund 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 Third Party Applications Content, a Xxx-xxxxxxxxxxx.xxx Application or Your breach of this Agreement.

Indemnification by Us. We will defend You you from and against any claim, demand, suit suit, or proceeding made or brought against You you by a third party Third Party alleging that the use of a Purchased the Services in accordance with this Agreement as permitted hereunder infringes or misappropriates such third partyThird Party’s intellectual property rights (a “Claim Against You”), and will indemnify You from you for any damages, attorney fees and costs finally awarded against You you as a result of, or and for amounts paid by You you under a court-­approved court- approved settlement approved by us in writing of, a Claim Against You, provided You that you (a) promptly give Us us written notice of the Claim Against You, (b) give Us us sole control of the defense and settlement of the Claim Against You (except provided that We we may not settle any Claim Against You unless it the settlement unconditionally releases You you of all liability), and (c) give Us provide to us all reasonable assistance, at Our our expense. If We receive information about an infringement In the event of a Claim Against You, or misappropriation claim related to if we reasonably believe the ServicesServices may infringe or misappropriate, We we may in Our our sole discretion and at no cost to You (i) modify the Services so that they no longer infringes infringe or misappropriatesmisappropriate, without breaching Our our warranties under Section 8.1 (Our Warranties)8.1, (ii) obtain a license for Your your continued use of the Services in accordance with this Agreement, or (iii) terminate Your your subscriptions for the Services or impacted portion of the such Services upon 30 days’ days written notice and refund You to you any prepaid fees covering the remainder of the term of such subscriptions after the terminated subscriptionseffective date of termination. The above foregoing defense and indemnification obligations do not apply to the extent a Claim Against You arises from (1) a Third Party Applications or Your breach 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 will indemnify, hold harmless and defend You against any claim, demand, suit or proceeding suit, 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 a Purchased Services in accordance with this Agreement Terbine Exchange infringes or misappropriates such third party’s 's intellectual property rights rights, (a “b) Our breach of this Agreement or applicable Order Form(s), or (c) Our gross negligence or intentional misconduct ( "Claim Against You”"), and will indemnify indemnify, hold harmless and defend You from any damages, attorney fees and costs finally awarded against You as a result of, or for amounts paid by You under a court-­approved settlement approved by Us in writing of, a Claim Against You, provided You (a1) promptly give Us written notice of the Claim Against You, (b2) give Us sole control of the defense and settlement of the Claim Against You (except that We may not settle any Claim Against You unless it the settlement unconditionally releases You of all liabilityliability and contains no findings of fault against You), and (c3) give Us all reasonable assistance, at Our expense. If We receive information about an infringement or misappropriation claim related to a Service and/or the ServicesTerbine Exchange, We may in Our discretion and at no cost to You (i) modify the Services so that they are no longer infringes claimed to infringe or misappropriatesmisappropriate, without breaching Our warranties under Section 8.1 (Our Warranties)as set forth above, (ii) obtain a license for Your continued use of the Services that Service and Terbine Exchange in accordance with this Agreement, or (iii) terminate Your subscriptions for the Services or impacted portion of the Services upon 30 days’ written notice and refund 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 Third Party Applications or Your breach of this Agreement.or

Indemnification by Us. We will defend shall indemnify, defend, and hold You harmless against any claim, demand, suit suit, or proceeding made or brought against You by a third party alleging that the use of a Purchased the Custom Services in accordance with this Agreement as permitted hereunder infringes or misappropriates such third party’s any patent, copyright, or other intellectual property rights right of a third party (a “"Claim Against You”"), and will shall indemnify You from for any losses, costs, damages, attorney fees expenses, and liabilities, including court costs finally awarded against and reasonable legal fees, suffered or incurred by You in connection with any claim, demand, suit, or proceeding as a result of, or and/or for amounts paid by You under a court-­approved court-approved settlement of, a Claim Against You, ; provided that You (a) promptly give Us written notice of the Claim Against You, You upon Your obtaining knowledge of the Claim; (b) give Us sole control of the defense and settlement of the Claim Against You (except provided that We may not settle any Claim Against You unless it the settlement unconditionally releases You of all liability), ; and (c) give provide to Us all reasonable assistance, at Our expense. If In the event of a Claim Against You, or if We receive information about an infringement reasonably believe the Infrastructure may infringe or misappropriation claim related to the Servicesmisappropriate, We may in Our discretion and at no cost to You (i) modify the Custom Services so that they no longer infringes infringe or misappropriatesmisappropriate, without breaching Our warranties under Section 8.1 (“Our Warranties)” above, or (ii) obtain a license for Your continued use of the Services Custom Service in accordance with this Agreement, or (iii) terminate Your subscriptions for the Services or impacted portion of the Services upon 30 days’ written notice and refund 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 Third Party Applications or Your breach of this Agreement.