Common use of Indemnification by Us Clause in Contracts

Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding (“Claim”) made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and shall indemnify You for any damages finally awarded against, and for reasonable attorney fees incurred by, You in connection with any such Claim; provided, that You (a) promptly give Us written notice of the Claim; (b) give Us sole control of the defense and settlement of the Claim (provided that We may not settle any Claim unless the settlement unconditionally releases You of all liability and You may not make any admissions or settlements without Our prior written consent); (c) provide to Us all reasonable assistance, at Our expense; and (d) provided that such infringement or misappropriation of any third party's intellectual property rights is not resulting from: (i) Your or Your Users misuse of the Services or the Site; (ii) Your use of the Services together with a Third Party Application or integration; or (iii) from non-compliance by You or Your Users of the terms and conditions contained herein. In the event of a Claim against You, or if We reasonably believe the Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under Section 9.1 (Our Warranties) above, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination.

Indemnification by Us. We shall 9.1.1. Subject to the limitations in this Section 9, we will indemnify, defend You against and hold you harmless from any costs, liabilities, damages or other amounts actually paid or payable to unaffiliated third parties (including reasonable attorneys’ fees) in connection with any third party claim, demandaction, suitsuit or demand (each, or proceeding (a “Claim”) made to the extent that such Claim is based on an allegation that the Services infringe a copyright or brought against You by misappropriate a trade secret of a third party alleging that party. 9.1.2. We will have no obligation to indemnify you for any Claim to the extent it is based on (i) your use of the Services other than as permitted hereunder infringes authorized by this Agreement; (ii) your failure to use updated or misappropriates the intellectual property rights of a third party, and shall indemnify You for any damages finally awarded against, and for reasonable attorney fees incurred by, You in connection with any such Claim; provided, modified Services that You (a) promptly give Us written notice of we make available to you that would have helped avoid or mitigate the Claim; (biii) give Us sole control your continued use of the defense and settlement Services after receiving notice from us to stop doing so in order to avoid further infringement or misappropriation; or (iv) the combination, operation or use of the Claim Services with equipment, devices, software, systems, or data that we didn’t supply (provided that We may not settle any Claim unless subparts (i)-(iv) are collectively “Indemnity Exclusions”). 9.1.3. If your use of the settlement unconditionally releases You of all liability and You may not make any admissions Services is, or settlements without Our prior written consent); (c) provide in our reasonable opinion is likely to Us all reasonable assistancebe, subject to a Claim, we may, at Our expense; our sole option and at no charge to you (d) provided that such infringement or misappropriation of any third party's intellectual property rights is not resulting from: and in addition to our indemnity obligation to you): (i) Your or Your Users misuse of procure for you the Services or right to continue using the SiteServices; (ii) Your use of the Services together with a Third Party Application replace or integration; or (iii) from non-compliance by You or Your Users of the terms and conditions contained herein. In the event of a Claim against You, or if We reasonably believe the Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under Section 9.1 (Our Warranties) above, (ii) obtain a license for Your continued use of are non-infringing and include substantially similar functionality as the Services in accordance with this Agreement, original Services; or (iii) if options (i) and (ii) above are not commercially practicable in our reasonable estimation, we can terminate Your User subscriptions your right to use the impacted Service and related licenses granted hereunder (in which event, you will immediately stop using the impacted Service) and provide a pro-rata refund of any unused pre-paid fees for such Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder impacted service as of the term of such User subscriptions after the effective date of termination. 9.1.4. THIS SECTION 9 SETS FORTH OUR SOLE AND EXCLUSIVE OBLIGATIONS, AND YOUR SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO CLAIMS OF INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY AND ANY OTHER CATEGORY OF CLAIMS OTHERWISE SPECIFICALLY COVERED UNDER OUR INDEMNITY OBLIGATION (IF ANY). NO PARTY TO THIS AGREEMENT SHALL BE ENTITLED TO ANY FORM OF IMPLIED OR EQUITABLE INDEMNIFICATION AT ANY TIME, WHETHER BASED ON A THEORY OF CONTRACT, TORTS (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND ANY RIGHT THERETO IS HEREBY IRREVOCABLY WAIVED AND DISCLAIMED BY EACH OF THE PARTIES.

Indemnification by Us. We shall defend indemnify, defend, and hold 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 the any patent, copyright, or other intellectual property rights right of a third partyparty or violates applicable law (a “Claim Against You”), and shall indemnify You for any damages finally awarded againstlosses, costs, damages, expenses, and for liabilities, including court costs and reasonable attorney fees legal fees, suffered or incurred by, by You in connection with any such Claimclaim, 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, 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 You may does not make impose any admissions obligations or settlements without Our prior written consentrequire any affirmative action on Your part); 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 Services Infrastructure may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services Infrastructure so that they no longer infringe or misappropriate, without breaching Our warranties under Section 9.1 (“Our Warranties) ” above, (ii) obtain a license for Your continued use of the Services Infrastructure in accordance with this Agreement, or (iii) terminate Your User Customer subscriptions for such Services Infrastructure upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User Customer subscriptions after the effective date of termination.

Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding (“Claim”) made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third partyparty (a "Claim Against You"), and shall indemnify You for any damages damages, attorney fees and costs finally awarded againstagainst You as a result of, and for reasonable attorney fees incurred byamounts paid by You under a court-approved settlement of, You in connection with any such Claima Claim Against You; provided, provided that You (a) promptly give Us written notice of the ClaimClaim Against You; (b) give Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You unless the settlement unconditionally releases You of all liability and You may not make any admissions or settlements without Our prior written consentliability); 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 Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under Section 9.1 (“Our Warranties) ” above, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination.

Indemnification by Us. We shall defend You against or settle at Our expense any claim, demand, suit, or proceeding (“Claim”) made or third party claim brought against You by a third party alleging that the use Service, when 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, provided that You immediately notify Us of such claim, allow Us to control the Services as permitted hereunder infringes defense, litigation or misappropriates the intellectual property rights settlement of a third partysuch claim, and shall indemnify cooperate with Us in the investigation, defense, and/or settlement of such claim. If any infringement claim with respect to Your access to, or use of, the Service may be or 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 damages finally awarded againstinfringement or misappropriation claim results from (i) a correction or modification to the Service not provided by or on behalf of Us, and for reasonable attorney fees incurred by, (ii) materials provided by You in connection with any such Claim; provided, that You (a) promptly give Us written notice requested customizations or modifications of the Claim; (b) give Us sole control of the defense and settlement of the Claim (provided that We may not settle any Claim unless the settlement unconditionally releases You of all liability and You may not make any admissions or settlements without Our prior written consent); (c) provide to Us all reasonable assistanceService, at Our expense; and (d) provided that such infringement or misappropriation of any third party's intellectual property rights is not resulting from: (i) Your or Your Users misuse of the Services or the Site; (ii) Your use of the Services together with a Third Party Application or integration; or (iii) from non-compliance by You or Your Users of the terms and conditions contained herein. In the event of a Claim against You, or if We reasonably believe the Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under Section 9.1 (Our Warranties) above, (ii) obtain a license for Your continued use of the Services in accordance with this AgreementContent, or (iiiiv) terminate Your User subscriptions for such Services 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 User subscriptions after the effective date of terminationinfringement.

Indemnification by Us. We 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 the Services Xxxx.xxx Services, excluding Xxxx.xxx Data, as permitted hereunder infringes or misappropriates the third party intellectual property rights of rights, (a third party"Claim Against You"), and shall indemnify You for any damages damages, attorney fees and costs finally awarded againstagainst You as a result of, and or for reasonable attorney fees incurred byamounts paid by You under a court-approved settlement of, You in connection with any such Claima Claim Against You; provided, provided that You (a) promptly give Us written notice of the Claim; Claim Against 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 unless the settlement We unconditionally releases release You of all liability liability), and You may not make any admissions or settlements without Our prior written consent); (c) provide to Us all reasonable assistance, at Our expense; and (d) provided that such infringement or misappropriation of any third party's intellectual property rights is not resulting from: (i) Your or Your Users misuse of the Services or the Site; (ii) Your use of the Services together with a Third Party Application or integration; or (iii) from non-compliance by You or Your Users of the terms and conditions contained herein. In the event of a Claim against Against You, or if We reasonably believe the Xxxx.xxx Services may infringe or misappropriate, We may in Our our discretion and at no cost to You (i) modify the Xxxx.xxx 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 Xxxx.xxx Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for right to use such 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 User 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 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 the Purchased Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third partyparty (a “Claim Against You”), and shall indemnify You for any damages damages, attorney fees and costs finally awarded againstagainst You as a result of, and for reasonable attorney fees incurred byamounts paid by You under a court-approved settlement of, You in connection with any such Claima Claim Against You; provided, provided that You (a) promptly give Us written notice of the Claim; Claim Against 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 unless the settlement unconditionally releases You of all liability liability), and You may not make any admissions or settlements without Our prior written consent); (c) provide to Us all reasonable assistance, at Our expense; and (d) provided that such infringement or misappropriation of any third party's intellectual property rights is not resulting from: (i) Your or Your Users misuse of the Services or the Site; (ii) Your use of the Services together with a Third Party Application or integration; or (iii) from non-compliance by You or Your Users of the terms and conditions contained herein. In the event of a Claim against Against You, or if We reasonably believe the Purchased Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Purchased 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 Purchased Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination.

Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding (“Claim”) made or brought against again You by a third party alleging that the use of the Services Service as permitted hereunder infringes or misappropriates the intellectual property rights of a third partyparty (a ‘Claim Against You’), and shall indemnify You for any damages damages, attorney fees and costs finally awarded againstagainst You as a result of, and for reasonable attorney fees incurred byamounts paid by You under a court-approved settlement of, You in connection with any such Claima Claim Against You; provided, provided that You You: (a) promptly give Us written notice of the ClaimClaim Against You; (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 unless the settlement unconditionally releases You of all liability and You may not make any admissions or settlements without Our prior written consentliability); 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 Services Service may infringe or misappropriate, We may in Our discretion and at no cost to You You: (i) modify the Services Service so that they no longer infringe or misappropriate, without breaching Our warranties under Section 9.1 (‘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 such Services 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 effective date of termination.

Indemnification by Us. We 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 the Purchased Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third partyparty (a “Claim Against You”), and shall indemnify You for any damages damages, attorney fees and costs finally awarded againstagainst You as a result of, and for reasonable attorney fees incurred byamounts paid by You under a court-approved settlement of, You in connection with any such Claima Claim Against You; provided, provided that You (a) promptly give Us written notice of the Claim; Claim Against You, (b) give gives Us sole control of the defense and settlement of the Claim (provided that We may not settle any Claim unless the settlement unconditionally releases Against You of all liability and You may not make any admissions or settlements without Our prior written consent); (c) provide to Us all reasonable assistance, at Our expense; and (d) provided that such infringement or misappropriation of any third party's intellectual property rights is not resulting from: (i) Your or Your Users misuse of the Services or the Site; (ii) Your use of the Services together with a Third Party Application or integration; or (iii) from non-compliance by You or Your Users of the terms and conditions contained herein. In the event of a Claim against Against You, or if We reasonably believe the Purchased Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Purchased 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 Purchased Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination.

Indemnification by Us. We shall defend You against or settle at Our expense any claim, demand, suit, or proceeding (“Claim”) made or third party claim brought against You by a third party alleging that the use Service, when 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, provided that You immediately notify Us of such claim, allow Us to control the Services as permitted hereunder infringes defense, litigation or misappropriates the intellectual property rights settlement of a third partysuch claim, and shall indemnify cooperate with Us in the investigation, defense, and/or settlement of such claim. If any infringement claim with respect to Your access to, or use of, the Service may be or 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 damages finally awarded againstinfringement or misappropriation claim results from (i) a correction or modification to the Service not provided by or on behalf of Us, and for reasonable attorney fees incurred by, (ii) materials provided by You in connection with any such Claim; provided, that You (a) promptly give Us written notice requested customizations or modifications of the Claim; (b) give Us sole control of the defense and settlement of the Claim (provided that We may not settle any Claim unless the settlement unconditionally releases You of all liability and You may not make any admissions or settlements without Our prior written consent); (c) provide to Us all reasonable assistanceService, at Our expense; and (d) provided that such infringement or misappropriation of any third party's intellectual property rights is not resulting from: (i) Your or Your Users misuse of the Services or the Site; (ii) Your use of the Services together with a Third Party Application or integration; or (iii) from non-compliance by You or Your Users of the terms and conditions contained herein. In the event of a Claim against You, or if We reasonably believe the Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under Section 9.1 (Our Warranties) above, (ii) obtain a license for Your continued use of the Services in accordance with this AgreementContent, or (iiiiv) terminate Your User subscriptions for such Services 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 User subscriptions after the effective date of terminationinfringement.

Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding (“Claim”) made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third partyparty (a "Claim Against You"), and shall indemnify You for any damages damages, attorney fees and costs finally awarded againstagainst You as a result of, and for reasonable attorney fees incurred byamounts paid by You under a court-approved settlement of, You in connection with any such Claima Claim Against You; provided, provided that You (a) promptly give Us written notice of the ClaimClaim Against You; (b) give Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You unless the settlement unconditionally releases You of all liability and You may not make any admissions or settlements without Our prior written consentliability); 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 Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under Section 9.1 (“Our Warranties) ” above, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination.

Indemnification by Us. We shall will defend You against any claim, demand, suit, suit or proceeding (“Claim”) made or brought against You by a third party alleging that the Your licensed use of the Services as permitted hereunder Service infringes or misappropriates the such third party’s intellectual property rights of (a third party“Claim Against You”), and shall will indemnify You for from any damages damages, attorney fees and costs finally awarded againstagainst You as a result of, and or for reasonable attorney fees incurred byamounts paid by You under a settlement approved by Us in writing of, You in connection with any such Claim; provideda Claim Against You, that provided You (a) promptly give Us written notice of the Claim; Claim Against 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 unless the settlement it unconditionally releases You of all liability liability), and You may not make any admissions or settlements without Our prior written consent); (c) provide to give Us all reasonable assistance, at Our expense; and (d) provided that such . If We receive information about an 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 claim related to 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 misappropriateService, We may in Our discretion and at no cost to You (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under Section 9.1 (Our “RevenueWell Warranties) ” above, (ii) obtain a license for Your continued use of the Services that Service in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services that Service upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date 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 will 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 the a Purchased Services as permitted hereunder in accordance with this Agreement infringes or misappropriates the such third party’s intellectual property rights of (a third party“Claim Against You”), and shall will indemnify You for from any damages damages, attorney fees and costs finally awarded againstagainst You as a result of, and or for reasonable attorney fees incurred byamounts paid by You under a court-­approved settlement of, You in connection with any such Claim; provideda Claim Against You, that provided You (a) promptly give Us written notice of the Claim; Claim Against 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 unless the settlement it unconditionally releases You of all liability liability), and You may not make any admissions or settlements without Our prior written consent); (c) provide to give Us all reasonable assistance, at Our expense; and (d) provided that such . If We receive information about an infringement or misappropriation of any third party's intellectual property rights is not resulting from: (i) Your or Your Users misuse of claim related to the Services or the Site; (ii) Your use of the Services together with a Third Party Application or integration; or (iii) from non-compliance by You or Your Users of the terms and conditions contained herein. In the event of a Claim against You, or if We reasonably believe the Services may infringe or misappropriateServices, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe infringes or misappropriatemisappropriates, without breaching Our warranties under Section 9.1 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 such 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 User 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 defend You Subject to the limitations of liability provided in Section 12 (“Limitations of Liability”), we will indemnify you from any damages, attorney fees and 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 (“Claim”) made or brought against You you by a third party alleging that the use of the Services as permitted hereunder Software infringes or misappropriates the such third party’s intellectual property rights of (a third party“Claim Against You”), and shall indemnify You for any damages finally awarded against, and for reasonable attorney fees incurred by, You in connection with any such Claim; provided, that You provided you (a) promptly give Us us written notice of the Claim; Claim Against 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 unless the settlement it unconditionally releases You you of all liability liability), and You may not make any admissions or settlements without Our prior written consent); (c) provide to Us give us all reasonable assistance, at Our our expense; and (d) provided that such . Without limiting the foregoing, if we receive information about an infringement or misappropriation of any third party's intellectual property rights is not resulting from: (i) Your or Your Users misuse of claim related to 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 YouSoftware, or if We reasonably believe the Services may infringe or misappropriate, We we may in Our our discretion and at no cost to You you (i) modify the Services Software so that they it is no longer claimed to infringe or misappropriate, without breaching Our warranties under Section 9.1 (Our Warranties) aboveaffecting our Limited Warranty, (ii) obtain a license for Your your continued use of the Services Software in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services 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 User 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 defend You against or settle at Our expense any claim, demand, suit, or proceeding (“Claim”) made or third party claim brought against You by a third party alleging that the use Service, when used as authorized under this Agreement, infringes such third-party’s intellectual property, 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, provided that You immediately notify Us of such claim, allow Us to control the Services as permitted hereunder infringes defense, litigation or misappropriates the intellectual property rights settlement of a third partysuch claim, and shall indemnify cooperate with Us in the investigation, defense, and/or settlement of such claim. If any infringement claim with respect to Your access to, or use of, the Service may be or 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 (a) or (b) above are reasonably feasible as determined in Our sole discretion, We may terminate this Agreement and Your subscription for this Service and refund to You the pro-rata amount of any prepaid fees for Your remaining then-current term for this Service. We have no indemnity obligation to You to the extent any damages finally awarded againstinfringement or misappropriation claim results from (i) a correction or modification to the Service not provided by or on behalf of Us, and for reasonable attorney fees incurred by, (ii) materials provided by You in connection with any such Claim; provided, that You (a) promptly give Us written notice requested customizations or modifications of the Claim; (b) give Us sole control of the defense and settlement of the Claim (provided that We may not settle any Claim unless the settlement unconditionally releases You of all liability and You may not make any admissions or settlements without Our prior written consent); (c) provide to Us all reasonable assistanceService, at Our expense; and (d) provided that such infringement or misappropriation of any third party's intellectual property rights is not resulting from: (i) Your or Your Users misuse of the Services or the Site; (ii) Your use of the Services together with a Third Party Application or integration; or (iii) from non-compliance by You or Your Users of the terms and conditions contained herein. In the event of a Claim against You, or if We reasonably believe the Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under Section 9.1 (Our Warranties) above, (ii) obtain a license for Your continued use of the Services in accordance with this AgreementContent, or (iiiiv) terminate Your User subscriptions for such Services 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 User subscriptions after the effective date of terminationinfringement.

Indemnification by Us. We shall will 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 the Services as permitted hereunder any Service infringes or misappropriates the such third party’s intellectual property rights of (a third party“Claim Against You”), and shall will indemnify You for from any damages damages, attorney fees and costs finally awarded againstagainst You as a result of, and or for reasonable attorney fees incurred byamounts paid by You under a settlement approved by Us in writing of, You in connection with any such Claim; provideda Claim Against You, that provided You (a) promptly give Us written notice of the Claim; Claim Against 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 unless the settlement it unconditionally releases You of all liability liability), and You may not make any admissions or settlements without Our prior written consent); (c) provide to give Us all reasonable assistance, at Our expense; and (d) provided that such . If We receive information about an infringement or misappropriation of any third party's intellectual property rights is not resulting from: (i) Your or Your Users misuse of claim related to the Services or the Site; (ii) Your use of the Services together with a Third Party Application or integration; or (iii) from non-compliance by You or Your Users of the terms and conditions contained herein. In the event of a Claim against You, or if We reasonably believe the Services may infringe or misappropriateServices, We may in at Our discretion and at no cost to You (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under Section 9.1 (Our “ABBYY Warranties) ” above, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for such the Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date 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 will 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 the Services as permitted hereunder any Service infringes or misappropriates the such third party’s intellectual property rights of (a third party“Claim Against You”), and shall will indemnify You for from any damages damages, attorney fees and costs finally awarded againstagainst You as a result of, and or for reasonable attorney fees incurred byamounts paid by You under a settlement approved by Us in writing of, You in connection with any such Claim; provideda Claim Against You, that provided You (a) promptly give Us written notice of the Claim; Claim Against 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 unless the settlement it unconditionally releases You of all liability liability), and You may not make any admissions or settlements without Our prior written consent); (c) provide to give Us all reasonable assistance, at Our expense; and (d) provided that such . If We receive information about an 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 claim related to 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 misappropriateService, We may in Our discretion and at no cost to You (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under Section 9.1 (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 User subscriptions for such Services that Service upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date 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 will defend You against any claim, demand, suit, or proceeding (“Claim”) made or brought against You by a third party alleging that the Services or Your use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights Intellectual Property Rights of a third partyparty (a Claim Against You), and shall will indemnify You for any damages damages, legal fees and costs finally awarded againstagainst You as a result of, and for reasonable attorney fees incurred byamounts paid by You under a court-approved settlement of, a Claim Against You in connection with any such Claim; provided, provided that You You: (a) promptly give Us written notice of the Claim; Claim Against You; (b) give Us sole absolute control of the defense defence and settlement of the Claim Against You (provided that We may not settle any Claim Against You unless the settlement unconditionally releases You of all liability and You may not make any admissions or settlements without Our prior written consentliability); 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 Services may infringe or misappropriatethe Intellectual Property Rights of a third party, We may in Our discretion and at no cost to You discretion: (ia) so far as reasonably practicable, modify the Services so that they no longer infringe or misappropriateso infringe, without breaching Our warranties under Section 9.1 clause 10.1; (Our Warranties) above, (iib) obtain a license licence for Your continued use of the Services in accordance with this Agreement, or ; or (iiic) terminate this Agreement and Your User subscriptions for such Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination.

Indemnification by Us. We shall will defend You (for purposes of this paragraph only the term “You” shall also include Client’s clients and all Permitted Users) against any claim, demand, suit, suit or proceeding (“Claim”) 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 Services as permitted hereunder a Purchased Service in accordance with this Agreement infringes or misappropriates the such third party’s intellectual property rights of (a third party“Claim Against You”), and shall will indemnify You for from any damages damages, attorney fees and costs finally awarded againstagainst You as a result of, and or for reasonable attorney fees incurred byamounts paid by You under a court-approved settlement of, You in connection with any such Claim; provideda Claim Against You, that provided You (a) promptly give Us written notice of the Claim; Claim Against 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 unless the settlement it unconditionally releases You of all liability and You may not make any admissions or settlements without Our prior written consentis limited to payment of money damages); (c) provide to Us all reasonable assistance, at Our expense; and (d) provided that such . If We receive information about an 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 claim related to 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 misappropriateService, We may in Our discretion and at no cost to You (i) modify the Services Service so that they it no longer infringe infringes or misappropriate, without breaching Our warranties under Section 9.1 (Our Warranties) above, misappropriates (ii) obtain a license for Your continued use of the Services that Service in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services that Service upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of terminationterminated subscriptions.

Indemnification by Us. We shall WrightPlan will 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 the Software or Services as permitted hereunder infringes or misappropriates the such third party’s intellectual property rights of (a third party“Claim Against You”), and shall will indemnify You for from any damages damages, attorney fees and costs finally awarded againstagainst You as a result of, and or for reasonable attorney fees incurred byamounts paid by You under a settlement approved by WrightPlan in writing of, You in connection with any such Claim; provideda Claim Against You, that provided You (a) promptly give Us WrightPlan written notice of the Claim; Claim Against 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 unless the settlement it unconditionally releases You of all liability liability), and You may not make any admissions or settlements without Our prior written consent); (c) provide to Us give WrightPlan all reasonable assistance, at Our WrightPlan’s expense; and (d) provided that such . If WrightPlan receives information about an infringement or misappropriation of any third party's intellectual property rights is not resulting from: (i) Your claim related to the Software 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 YouServices, or if We reasonably believe the Services may infringe or misappropriate, We WrightPlan may in Our our discretion and at no cost to You (i) modify the Software or Services so that they are no longer claimed to infringe or misappropriate, without breaching Our our warranties under Section 9.1 (Our Warranties) aboveas described in this Agreement, (ii) obtain a license for Your continued use of the that Software and Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for such the Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date 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 defend You against any claim, demand, suit, or proceeding (“Claim”) made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third partyparty (a "Claim Against You"), and shall indemnify You for any damages damages, attorney fees and costs finally awarded againstagainst You as a result of, and for reasonable attorney fees incurred byamounts paid by You under a court approved settlement of, You in connection with any such Claima Claim Against You; provided, provided that You (a) promptly give Us written notice of the ClaimClaim Against You; (b) give Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You unless the settlement unconditionally releases You of all liability and You may not make any admissions or settlements without Our prior written consentliability); 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 Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under Section 9.1 (“Our Warranties) ” above, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your User subscriptions Subscriptions for such Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions Subscriptions after the effective date of termination.

Indemnification by Us. We shall will defend You you from and against any claim, demand, suit, or proceeding (“Claim”) made or brought against You you by a third party Third Party alleging that the use of the Services as permitted hereunder infringes or misappropriates the such Third Party’s intellectual property rights of (a third party“Claim Against You”), and shall will indemnify You you for any damages damages, attorney fees and costs finally awarded againstagainst you as a result of, and for reasonable attorney fees incurred byamounts paid by you under a court-approved settlement approved by us in writing of, You in connection with any such Claim; provideda Claim Against You, provided that You you (a) promptly give Us us written notice of the Claim; Claim Against 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 unless the settlement unconditionally releases You you of all liability liability), and You may not make any admissions or settlements without Our prior written consent); (c) provide to Us us all reasonable assistance, at Our 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 we reasonably believe the Services 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 infringe or misappropriate, without breaching Our our warranties under Section 9.1 (Our Warranties) above8.1, (ii) obtain a license for Your your continued use of the Services in accordance with this Agreement, or (iii) terminate Your User your subscriptions for such Services upon 30 days’ days written notice and refund to You you any prepaid fees covering the remainder of the term of such User 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 will 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 the Services as permitted hereunder in accordance with this Agreement infringes a United States copyright or patent or misappropriates the intellectual property rights a trade secret of such third party (a third party“Claim Against You”), and shall will indemnify You for from any damages damages, reasonable attorneys’ fees and costs finally awarded againstagainst You as a result of, and or for reasonable attorney fees incurred byamounts paid by You under a court-approved settlement of, You in connection with any such Claim; provideda Claim Against You, that provided 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; Claim Against 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 unless the settlement it unconditionally releases You of all liability liability), and You may not make any admissions or settlements without Our prior written consent); (c) provide to Us with all reasonable necessary assistance, at Our expense; and (d) provided that such . If We receive information about an infringement or misappropriation of any third party's intellectual property rights is not resulting from: (i) Your or Your Users misuse of claim related to the Services or the Site; (ii) Your use of the Services together with a Third Party Application or integration; or (iii) from non-compliance by You or Your Users of the terms and conditions contained herein. In the event of a Claim against You, or if We reasonably believe the Services may infringe or misappropriateServices, We may in Our discretion and at no cost to You (i) modify the Services so that they are no longer infringe or misappropriate, without breaching Our warranties under Section 9.1 (Our Warranties) aboveinfringing, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your User subscriptions Subscription for such 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 User subscriptions after the effective date of terminationcombination).

Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding (“Claim”) made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third partyparty (a "Claim Against You"), and shall indemnify You for any damages damages, attorney fees and costs finally awarded againstagainst You as a result of, and for reasonable attorney fees incurred byamounts paid by You under a court-approved settlement of, You in connection with any such Claima Claim Against You; provided, provided that You (a) promptly give Us written notice of the Claim; Claim Against You; (b) give Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You unless the settlement unconditionally releases You of all liability and You may not make any admissions or settlements without Our prior written consentliability); 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 Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under Section 9.1 (“Our Warranties) ” above, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination.

Indemnification by Us. We shall defend indemnify, defend, and hold 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 Custom Services as permitted hereunder infringes or misappropriates the any patent, copyright, or other intellectual property rights right of a third partyparty or violates similar applicable law (a "Claim Against You"), and shall indemnify You for any damages finally awarded againstlosses, costs, damages, expenses, and for liabilities, including court costs and reasonable attorney fees legal fees, suffered or incurred by, by You in connection with any such Claimclaim, 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, 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 You may does not make impose any admissions obligations or settlements without Our prior written consentrequire any affirmative action on Your part); 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 Services Infrastructure may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Custom Services so that they no longer infringe or misappropriate, without breaching Our warranties under Section 9.1 (“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 User subscriptions for such Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination.

Indemnification by Us. We shall will 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 the Services as permitted hereunder a Purchased Service in accordance with this Agreement infringes or misappropriates the such third party’s intellectual property rights of (a third party“Claim Against You”), and shall will indemnify You for from any damages damages, attorney fees and costs finally awarded againstagainst You as a result of, and or for reasonable attorney fees incurred byamounts paid by You under a court-approved settlement of, You in connection with any such Claim; provideda Claim Against You, that provided You (a) promptly give Us written notice of the Claim; Claim Against 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 unless the settlement it unconditionally releases You of all liability liability), and You may not make any admissions or settlements without Our prior written consent); (c) provide to give Us all reasonable assistance, at Our expense; and (d) provided that such . If We receive information about an 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 claim related to 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 misappropriateService, We may in Our discretion and at no cost to You You (i) modify the Services Service so that they it no longer infringe infringes or misappropriatemisappropriates, without breaching Our warranties under Section 9.1 9.2 (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 User subscriptions for such Services 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 User 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 defend Subject to the limitations of liability provided in Section 14 (“Limitations of Liability”), we will indemnify You from any damages, attorney fees and 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 (“Claim”) made or brought against You by a third party alleging that the use of the Services as permitted hereunder Software infringes or misappropriates the such third party’s intellectual property rights of (a third party“Claim Against You”), and shall indemnify You for any damages finally awarded against, and for reasonable attorney fees incurred by, You in connection with any such Claim; provided, that You provided You (a) promptly give Us us written notice of the Claim; Claim Against 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 unless the settlement it unconditionally releases You of all liability liability), and You may not make any admissions or settlements without Our prior written consent); (c) provide to Us give us all reasonable assistance, at Our our expense; and (d) provided that such . Without limiting the foregoing, if we receive information about an infringement or misappropriation of any third party's intellectual property rights is not resulting from: (i) Your or Your Users misuse of claim related to 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 YouSoftware, or if We reasonably believe the Services may infringe or misappropriate, We we may in Our our discretion and at no cost to You (i) modify the Services Software so that they it is no longer claimed to infringe or misappropriate, without breaching Our warranties under Section 9.1 (Our Warranties) aboveaffecting our Limited Warranty, (ii) obtain a license for Your continued use of the Services Software in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services upon 30 days’ written notice subscription and refund to You any prepaid fees covering the remainder of the term of the terminated subscription. The above indemnification obligations do not apply if (1) the allegation does not state with specificity that our Software is the basis of the 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 User subscriptions after the effective date of termination.combination; or

Indemnification by Us. We shall will 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 the Services as permitted hereunder any Service that You purchased materially infringes or misappropriates the such third party’s intellectual property rights of (a third party“Claim Against You”), and shall will indemnify You for from any damages finally awarded againstdamages, and for reasonable attorney fees incurred byand costs finally awarded against You as a result of, or for amounts paid by You under a settlement approved by Us in connection with any such Claim; providedwriting of, that You a Claim Against You, provided You: (a) promptly give Us written notice of the ClaimClaim Against 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 unless the settlement it unconditionally releases You of all liability and You may not make any admissions or settlements without Our prior written consentliability); and (c) provide to give Us all reasonable assistance, at Our expense. The above defense and indemnification obligations do not apply to Your: (a) use of the Services in violation of this Agreement, Services Schedule(s), the Documentation or applicable Order Forms; (b) to the extent that a Claim Against You 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 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 Documentation; and (d) provided that such infringement or misappropriation relates to the modification of any third party's intellectual property rights is not resulting fromService or software that You purchased from Us other than: (i) Your by Us in connection with this Agreement; or Your Users misuse (ii) 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 the You the right to continue using and possessing the relevant intellectual property rights; or (b) modify or replace the infringing part of the intellectual property rights and without adversely affecting the functionality of the Services as set out in this Agreement so as to avoid the infringement or the Site; (ii) Your use alleged infringement, provided that if We, having used Our reasonable endeavours, neither of the Services together with a Third Party Application or integration; or above can be accomplished on commercially reasonable terms, We shall (iiiwithout prejudice to the indemnity above) from non-compliance refund the Fees paid by You or Your Users in respect of the terms and conditions contained herein. In the event of a Claim against You, or if We reasonably believe the Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under Section 9.1 (Our Warranties) above, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of terminationaffected Services.

Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding (“"Claim”") made or brought against You by a third party alleging that the use of the Purchased Services as permitted hereunder infringes or misappropriates the intellectual property rights of a that third party, and shall indemnify You for any damages finally awarded againstagainst You, or those sums agreed to in a monetary settlement of such action, and for reasonable attorney legal fees incurred byby You, You in connection with any such Claim; provided, that You (a) promptly give Us written notice of the Claim; (b) give Us sole control of the defense defence and settlement of the Claim (provided that We may not settle any Claim unless the settlement unconditionally releases You of all liability and You may not make any admissions or settlements without Our prior written consentliability); and (c) provide to Us all reasonable assistance, at Our expense; . If the Services become, or in Our reasonable opinion are likely to become, the subject of a Claim, We may, at Our option and (d) provided that such infringement or misappropriation of any third party's intellectual property rights is not resulting from: expense, either (i) Your or Your Users misuse of procure for You the Services or right to continue using the Siteallegedly infringing materials; (ii) Your use of the Services together with a Third Party Application replace 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 same so that they no longer infringe or misappropriate, without breaching Our warranties under Section 9.1 (Our Warranties) above, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, become non-infringing; or (iii) terminate Your User subscriptions for such Services 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 User 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 will 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 the Services as permitted hereunder any Service infringes or misappropriates the such third party’s intellectual property rights of (a third party“Claim Against You”), and shall will indemnify You for from any damages damages, attorney fees and costs finally awarded againstagainst You as a result of, and or for reasonable attorney fees incurred byamounts paid by You under a settlement approved by Us in writing of, You in connection with any such Claim; provideda Claim Against You, that provided You (a) promptly give Us written notice of the Claim; Claim Against 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 unless the settlement it unconditionally releases You of all liability liability), and You may not make any admissions or settlements without Our prior written consent); (c) provide to give Us all reasonable assistance, at Our expense; and (d) provided that such . If We receive information about an 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 claim related to 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 misappropriateService, We may in Our discretion and at no cost to You (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under Section 9.1 (“Our Warranties) ” above, (ii) obtain a license for Your continued use of the Services that Service in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services that Service upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date 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 defend You against or settle at Our expense any claim, demand, suit, or proceeding (“Claim”) made or third party claim brought against You by a third party alleging that this Software, when used as authorized under this Agreement, infringes such third-party’s intellectual property, 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, provided that You immediately notify Us of such claim, allow 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 use of this Software may be or has been asserted, We shall, at Our option and expense, (a) procure the Services right to continue using this Software, or (b) replace or modify this Software to eliminate the infringement while providing functionally equivalent performance. If neither (a) or (b) above are reasonably feasible as permitted hereunder infringes determined in Our sole discretion, We may terminate this Agreement and Your license for this Software and refund to You the pro-rata amount of any prepaid license fees for Your remaining then-current term for this Software. We have no indemnity obligation to You to the extent any infringement or misappropriates the intellectual property rights misappropriation claim results from (i) a correction or modification to this Software not provided by or on behalf of a third partyUs, and shall indemnify You for any damages finally awarded against, and for reasonable attorney fees incurred by, (ii) materials provided by You in connection with any such Claim; provided, that You (a) promptly give Us written notice requested customizations or modifications of the Claim; (b) give Us sole control of the defense and settlement of the Claim (provided that We may not settle any Claim unless the settlement unconditionally releases You of all liability and You may not make any admissions or settlements without Our prior written consent); (c) provide to Us all reasonable assistance, at Our expense; and (d) provided that such infringement or misappropriation of any third party's intellectual property rights is not resulting from: (i) Your or Your Users misuse of the Services or the Site; (ii) Your use of the Services together with a Third Party Application or integration; or (iii) from non-compliance by You or Your Users of the terms and conditions contained herein. In the event of a Claim against You, or if We reasonably believe the Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under Section 9.1 (Our Warranties) above, (ii) obtain a license for Your continued use of the Services in accordance with this AgreementSoftware, or (iii) terminate use, combination, or incorporation of this Software, or improvements thereto, with products or services not provided by Us. You acknowledge that the indemnification in this Section states Your User subscriptions for such Services upon 30 days’ written notice exclusive remedy and refund to You Our sole liability in connection with any prepaid fees covering the remainder claim of the term of such User subscriptions after the effective date of terminationinfringement.

Indemnification by Us. We shall will 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 the Services as permitted hereunder a Service in accordance with this Agreement infringes or misappropriates the such third party’s intellectual property rights of (a third party“Claim Against You”), and shall will indemnify You for from any damages damages, attorney fees and costs finally awarded againstagainst You as a result of, and or for reasonable attorney fees incurred by, amounts paid by You in connection with any such Claim; providedsettlement of, that a Claim Against You, provided You (a) promptly give Us written notice of the Claim; Claim Against 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 unless the settlement it unconditionally releases You of all liability liability), and You may not make any admissions or settlements without Our prior written consent); (c) provide to give Us all reasonable assistance, at Our expense; and (d) provided that such . If We receive information about an 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 claim related to 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 misappropriateService, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under Section 9.1 (“Our Warranties) ” above, (ii) obtain a license for Your continued use of the Services that Service in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services that Service upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of terminationterminated subscriptions.

Indemnification by Us. We shall will 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 the Services as permitted hereunder a Purchased Service in accordance with this Agreement infringes or misappropriates the such third party’s intellectual property rights of (a third party“Claim Against You”), and shall will indemnify You for from any damages damages, attorney fees and costs finally awarded againstagainst You as a result of, and or for reasonable attorney fees incurred byamounts paid by You under a court-approved settlement of, You in connection with any such Claim; provideda Claim Against You, that provided You (a) promptly give Us written notice of the Claim; Claim Against 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 unless the settlement it unconditionally releases You of all liability liability), and You may not make any admissions or settlements without Our prior written consent); (c) provide to give Us all reasonable assistance, at Our expense; and (d) provided that such . If We receive information about an 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 claim related to 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 misappropriateService, We may in Our discretion and at no cost to You (i) modify the Services Service so that they it no longer infringe infringes or misappropriate, without breaching Our warranties under Section 9.1 (Our Warranties) abovemisappropriates, (ii) obtain a license for Your continued use of the Services that Service in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services upon 30 days’ written notice that Service and refund to You any prepaid fees covering the remainder of the term of such User 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 will 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 the Services as permitted hereunder a Service in accordance with this Agreement infringes or misappropriates the such third party’s intellectual property rights of (a third party“Claim Against You”), and shall will indemnify You for from any damages damages, attorney fees and costs finally awarded againstagainst You as a result of, and or for reasonable attorney fees incurred by, amounts paid by You in connection with any such Claim; providedsettlement of, that a Claim Against You, provided You (a) promptly give Us written notice of the Claim; Claim Against 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 unless the settlement it unconditionally releases You of all liability liability), and You may not make any admissions or settlements without Our prior written consent); (c) provide to give Us all reasonable assistance, at Our expense; and (d) provided that such . If We receive information about an 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 claim related to 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 misappropriateService, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under Section 9.1 (“Our Warranties) ” above, (ii) obtain a license for Your continued use of the Services that Service in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services that Service upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of terminationterminated subscriptions.

Indemnification by Us. We shall cause SFDC to 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 the Services as permitted hereunder any Service infringes or misappropriates the such third party’s intellectual property rights of (a third party“Claim Against You”), and shall indemnify You for from any damages damages, attorney fees and costs finally awarded againstagainst You as a result of, and or for reasonable attorney fees incurred byamounts paid by You under a settlement, You approved by SFDC in connection with any such Claimwriting of, a Claim Against You; provided, provided that You (a) promptly give Us written notice of the Claim; Claim Against 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 unless the settlement it unconditionally releases You of all liability liability), and You may not make any admissions or settlements without Our prior written consent); (c) provide provides to Us or as applicable, SFDC, all reasonable assistance, at Our or as applicable, SFDC’s, expense; and (d) provided that such . If We or as applicable, SFDC, receives information about an infringement or misappropriation of any third party's intellectual property rights is not resulting from: (i) Your claim related to a Service, SFDC may or Your Users misuse of the Services or the Site; (ii) Your use of the Services together with a Third Party Application or integration; or (iii) from non-compliance by You or Your Users of the terms and conditions contained herein. In the event of a Claim against You, or if We reasonably believe the Services may infringe or misappropriate, We may request that SFDC in Our its discretion and at no cost to You (ix) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under Section 9.1 10.2 (Our Warranties) above), (iiy) obtain a license for Your continued use of the Services that Service in accordance with this Agreement, or or, (iiiz) alternatively We may in Our discretion terminate Your User subscriptions for such Services that Service upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date 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 will defend You you against any claim, demand, suit, or proceeding (“Claim”) made or claim brought against You you by a third party alleging that the use of the Services Software, when used as permitted hereunder authorized under this Agreement, infringes any third-party patent, copyright or trademark, or misappropriates any third-party trade secret enforceable in any jurisdiction that is a signatory to the intellectual property rights of Berne Convention (a third party“Claim”), and shall we will indemnify You for you and hold you harmless against any damages and costs finally awarded againston the Claim by a court of competent jurisdiction or agreed to via settlement executed by Clusterwatch (including reasonable attorneys’ fees), and for reasonable attorney fees incurred by, You in connection with any such Claim; provided, provided that You we have received from you: (a) promptly give Us prompt written notice of the ClaimClaim (but in any event notice in sufficient time for us to respond without prejudice); (b) give Us sole control of reasonable assistance in the defense and settlement investigation of the Claim (provided that We may not settle any Claim unless Claim, including providing us a copy of the settlement unconditionally releases You of Claim, all liability relevant evidence in your possession, custody, or control, and You may not make any admissions cooperation with evidentiary discovery, litigation, and trial, including making witnesses within your employ or settlements without Our prior written consent)control available for testimony; and (c) provide the exclusive right to Us all reasonable assistancecontrol and direct the investigation, defense, and settlement (if applicable) of the Claim. If your use of the Software is (or in our opinion is likely to be) enjoined, whether by court order or by settlement, or if we determine such actions are reasonably necessary to avoid material liability, we may, at Our expense; our option and (d) provided that such infringement or misappropriation of any third party's intellectual property rights is not resulting fromin our discretion: (i) Your procure the right or Your Users misuse license for your continued use of the Services or the SiteSoftware in accordance with this Agreement; (ii) Your use of the Services together with a Third Party Application or integrationsubstitute substantially functionally similar Software; or (iii) from nonterminate your right to continue using the Software and refund any license fees pre-compliance paid by You or Your Users of the terms and conditions contained herein. In the event of a Claim against You, or if We reasonably believe the Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under Section 9.1 (Our Warranties) above, (ii) obtain a license you for Your continued use of the Services Software for the terminated portion of the applicable License Term. Clusterwatch’s indemnification obligations above do not apply: (1) if the total aggregate fees received by Clusterwatch with respect to your license to Software in accordance the twelve (12) month period immediately preceding the Claim is less than US$20,000; (2) if the Software is modified by any party other than Clusterwatch, but solely to the extent the alleged infringement is caused by such modification; (3) if the Software is used in combination with this Agreementany non-Clusterwatch product, software, service or equipment, but solely to the extent the alleged infringement is caused by such combination; (4) to unauthorized use of Software; (5) to any Claim arising as a result of (y) circumstances covered by your indemnification obligations in Section 11 (Indemnification by You) or (iiiz) terminate Your User subscriptions for such Services upon 30 days’ written notice and refund any third-party deliverables or components contained with the Software; (6) to You any prepaid fees covering the remainder unsupported release of the term of such User subscriptions after the effective date of terminationSoftware; or (7) if you settle or make any admissions with respect to a Claim without Clusterwatch’s prior written consent. THIS SECTION 12 STATES OUR SOLE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH ANY SOFTWARE OR OTHER ITEMS PROVIDED BY CLUSTERWATCH UNDER THIS AGREEMENT.

Indemnification by Us. We shall defend indemnify, defend, and hold 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 Services Infrastructure as permitted hereunder infringes or misappropriates the any patent, copyright, or other intellectual property rights right of a third partyparty (a “Claim Against You”), and shall indemnify You for any damages finally awarded againstlosses, costs, damages, expenses, and for liabilities, including court costs and reasonable attorney fees legal fees, suffered or incurred by, by You in connection with any such Claimclaim, 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, 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 unless the settlement unconditionally releases You of all liability and You may not make any admissions or settlements without Our prior written consentliability); 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 Services Infrastructure may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services Infrastructure so that they no longer infringe or misappropriate, without breaching Our warranties under Section 9.1 (“Our Warranties) ” above, (ii) obtain a license for Your continued use of the Services Infrastructure in accordance with this Agreement, or (iii) terminate Your User Customer subscriptions for such Services Infrastructure upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User Customer subscriptions after the effective date of termination.

Indemnification by Us. We shall will 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 the Services as permitted hereunder any Service infringes or misappropriates the such third party’s intellectual property rights of (a third party“Claim Against You”), and shall will indemnify You for from any damages damages, attorney fees and costs finally awarded againstagainst You as a result of, and or for reasonable attorney fees incurred byamounts paid by You under a settlement approved by Us in writing of, You in connection with any such Claim; provideda Claim Against You, that provided You (a) promptly give Us written notice of the Claim; Claim Against 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 unless the settlement it unconditionally releases You of all liability liability), and You may not make any admissions or settlements without Our prior written consent); (c) provide to give Us all reasonable assistance, at Our expense; and (d) provided that such . If We receive information about an 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 claim related to 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 misappropriateService, We may in Our discretion and at no cost to You (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under Section 9.1 (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 User subscriptions for such Services that Service upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date 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 will 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 the Services as permitted hereunder a Service in accordance with this Agreement infringes or misappropriates the such third party’s intellectual property rights of (a third party“Claim Against You”), and shall will indemnify You for from any damages damages, attorney fees and costs finally awarded againstagainst You as a result of, and or for reasonable attorney fees incurred by, amounts paid by You in connection with any such Claim; providedsettlement of, that a Claim Against You, provided You (a) promptly give Us written notice of the Claim; Claim Against 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 unless the settlement it unconditionally releases You of all liability liability), and You may not make any admissions or settlements without Our prior written consent); (c) provide to give Us all reasonable assistance, at Our expense; and (d) provided that such . If We receive information about an 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 claim related to 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 misappropriateService, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under Section 9.1 (“Our Warranties) ” above, (ii) obtain a license for Your continued use of the Services that Service in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services 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 User 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 will 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 the Services as permitted hereunder any Service infringes or misappropriates the 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 settlement approved by Us in writing of a third partyClaim Against You, and shall indemnify You for any damages finally awarded against, and for reasonable attorney fees incurred by, You in connection with any such Claim; provided, that You provided You (a) promptly give Us written notice of the Claim; Claim Against You, (b) give Us sole control of the defense defense, and settlement of the Claim Against You (provided except that We may not settle any Claim Against You unless the settlement it unconditionally releases You of all liability liability), and You may not make any admissions or settlements without Our prior written consent); (c) provide to give Us all reasonable assistance, at Our expense; and (d) provided that such . If We receive information about a potential 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 claim related to 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 misappropriateService, We may in Our sole discretion and at no cost to You You (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under Section 9.1 (Our “VERTOSOFT, LLC Warranties) ” above, (ii) obtain a license for Your continued use of the Services that Service in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services that Service upon 30 days’ written notice and refund to You any prepaid fees covering Fees. The above defense and indemnification obligations do not apply to the remainder extent a Claim Against You arises from (d) Your Data or a Non-VERTOSOFT, LLC Application, (e) Your use of the term Services in violation of such User subscriptions after this Agreement, the effective date Documentation, or applicable Order Forms, or (f) your customization or configuration of terminationthe Services or any customization or configuration of the Services provided by Us at your direction.

Indemnification by Us. We shall will 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 the Services as permitted hereunder any Service infringes or misappropriates the such third party’s intellectual property rights of (a third party“Claim Against You”), and shall will indemnify You for from any damages damages, attorney fees and costs finally awarded againstagainst You as a result of, and or for reasonable attorney fees incurred byamounts paid by You under a settlement approved by Us in writing of, You in connection with any such Claim; provideda Claim Against You, that You provided You (a) promptly give Us written notice of the Claim; Claim Against You, (b) give Us sole control of the defense defense, and settlement of the Claim Against You (provided except that We may not settle any Claim Against You unless the settlement it unconditionally releases You of all liability liability), and You may not make any admissions or settlements without Our prior written consent); (c) provide to give Us all reasonable assistance, at Our expense; and (d) provided that such . If We receive information about a potential 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 claim related to 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 misappropriateService, We may in Our sole discretion and at no cost to You You (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under Section 9.1 (Our “SOMA Warranties) ” above, (ii) obtain a license for Your continued use of the Services that Service in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services that Service upon 30 days’ written notice and refund to You any prepaid fees covering Fees. The above defense and indemnification obligations do not apply to the remainder extent a Claim Against You arises from (x) Your Data or a Non-SOMA Application, (y) Your use of the term Services in violation of such User subscriptions after this Agreement, the effective date Documentation or applicable Order Forms, or (z) your customization or configuration of terminationthe Services or any customization or configuration of the Services provided by Us at your direction.

Indemnification by Us. We shall will 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 the Services as permitted hereunder any Service infringes or misappropriates the such third party’s intellectual property rights of (a third party“Claim Against You”), and shall will indemnify You for from any damages damages, attorney fees and costs finally awarded againstagainst You as a result of, and or for reasonable attorney fees incurred byamounts paid by You under a settlement approved by Us in writing of, You in connection with any such Claim; provideda Claim Against You, that provided You (a) promptly give Us written notice of the Claim; Claim Against 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 unless the settlement it unconditionally releases You of all liability liability), and You may not make any admissions or settlements without Our prior written consent); (c) provide to give Us all reasonable assistance, at Our expense; and (d) provided that such . If We receive information about an 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 claim related to 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 misappropriateService, We may in Our discretion and at no cost to You (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under Section 9.1 (Our “ORDITAL Warranties) ” above, (ii) obtain a license for Your continued use of the Services that Service in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services that Service upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date 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 defend You against any claim, demand, suit, or proceeding (“Claim”) made or brought against You by If a third party alleging makes a claim against you that the use of Services infringe its Intellectually Property Rights, we will, at our cost, defend you against the Services as permitted hereunder infringes or misappropriates claim and indemnify you for the intellectual property rights of a third partydamages, costs and shall indemnify You for any damages expenses finally awarded againstagainst you by a court of competent jurisdiction or agreed to in a written settlement agreement signed by us, and for reasonable attorney fees incurred by, You in connection with any such Claim; provided, provided that You you (a) promptly give Us notify us in written notice of the Claimsuch claim; (b) give Us us sole control of the defense and settlement negotiation of the Claim claim; and (provided that c) provide us with all reasonable information, authority and assistance necessary for us to defend against or settle the claim. We may not settle any Claim unless at our sole and absolute discretion (a) modify the settlement unconditionally releases You Services to be non-infringing while substantially preserving its functionality; and/or (b) obtain a license to allow for continued use; and/or (c) terminate the provision of all liability the Services and You may not make any admissions or settlements without Our refund the fees prepaid for unused Services upon prior written consent)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) 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 you alter the Services or use it outside the Site; (ii) Your use scope of the Services together with a Third Party Application or integration; or (iii) from non-compliance by You or Your Users of use, the terms and conditions contained herein. In the event of a Claim against You, or if We reasonably believe the Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under Section 9.1 (Our Warranties) above, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or other applicable terms and conditions governing the use of such Services; and/or (iiid) terminate Your User subscriptions for such Services upon 30 days’ written notice and refund you fail to You any prepaid fees covering use the remainder updated version of the term of such User subscriptions after Services, or fail to implement the effective date of terminationrecommendations from us, if the infringement claim could have been avoided by using an unaltered current version or implementing the recommendations we provided.

Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding (“Claim”) made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third partyparty (a "Claim Against You"), and shall indemnify You for any damages damages, attorney fees and costs finally awarded againstagainst You as a result of, and for reasonable attorney fees incurred byamounts paid by You under a court approved settlement of, You in connection with any such Claima Claim Against You; provided, provided that You (a) promptly give Us written notice of the ClaimClaim Against You; (b) give Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You unless the settlement unconditionally releases You of all liability and You may not make any admissions or settlements without Our prior written consentliability); 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 Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under Section 9.1 (“Our Warranties) ” above, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination.or

Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding (“Claim”) made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third partyparty (a "Claim Against You"), and shall indemnify You for any damages damages, attorney fees and costs finally awarded againstagainst You as a result of, and for reasonable attorney fees incurred byamounts paid by You under a court approved settlement of, You in connection with any such Claima Claim Against You; provided, provided that You (a) promptly give Us written notice of the ClaimClaim Against You; (b) give Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You unless the settlement unconditionally releases You of all liability and You may not make any admissions or settlements without Our prior written consentliability); 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 Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under Section 9.1 (“Our Warranties) ” above, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination.

Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding (“"Claim”") made or brought against You by a third party alleging that the use of the Purchased Services as permitted hereunder infringes or misappropriates the intellectual property rights of a that third party, and shall indemnify You for any damages finally awarded againstagainst You, or those sums agreed to in a monetary settlement of such action, and for reasonable attorney legal fees incurred byby You, You in connection with any such Claim; Claim; provided, that You (a) promptly give Us written notice of the Claim; Claim; (b) give Us sole control of the defense defence and settlement of the Claim (provided that We may not settle any Claim unless the settlement unconditionally releases You of all liability liability); and You may not make any admissions or settlements without Our prior written consent); (c) provide to Us all reasonable assistance, at Our expense; . If the Services become, or in Our reasonable opinion are likely to become, the subject of a Claim, We may, at Our option and (d) provided that such infringement or misappropriation of any third party's intellectual property rights is not resulting from: expense, either (i) Your or Your Users misuse of procure for You the Services or right to continue using the Site; allegedly infringing materials; (ii) Your use of the Services together with a Third Party Application replace 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 same so that they no longer infringe or misappropriate, without breaching Our warranties under Section 9.1 (Our Warranties) above, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, become non­infringing; or (iii) terminate Your User subscriptions for such Services 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 User 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 defend You against any claim, demand, suit, or proceeding (“Claim”) made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third partyparty (a "Claim Against You"), and shall indemnify You for any damages damages, attorney fees and costs finally awarded againstagainst You as a result of, and for reasonable attorney fees incurred byamounts paid by You under a court-approved settlement of, You in connection with any such Claima Claim Against You; provided, provided that You (a) promptly give Us written notice of the ClaimClaim Against You; (b) give Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You unless the settlement unconditionally releases You of all liability and You may not make any admissions or settlements without Our prior written consentliability); 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 You, Against You or if We reasonably believe the Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under Section 9.1 (“Our Warranties) ” above, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination.

Indemnification by Us. We shall will 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 the Services as permitted hereunder a Purchased Service in accordance with this Agreement infringes or misappropriates the such third party’s intellectual property rights of (a third party“Claim Against You”), and shall will indemnify You for from any damages damages, attorney fees and costs finally awarded againstagainst You as a result of, and or for reasonable attorney fees incurred byamounts paid by You under a court-approved settlement of, You in connection with any such Claim; provideda Claim Against You, that provided You (a) promptly give Us written notice of the Claim; Claim Against 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 unless the settlement it unconditionally releases You of all liability liability), and You may not make any admissions or settlements without Our prior written consent); (c) provide to give Us all reasonable assistance, at Our expense; and (d) provided that such . If We receive information about an 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 claim related to 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 misappropriateService, We may in Our discretion and at no cost to You (i) modify the Services Service so that they it no longer infringe infringes or misappropriatemisappropriates, without breaching Our warranties under Section 9.1 9.2 (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 User subscriptions for such Services that Service upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim Against You arises from Content, a Non-Safety Tag Application or Your breach of terminationthis Agreement.

Indemnification by Us. 6.1.1 Except during the free test period in Section 1 and subject to the conditions set out below, We shall undertake to defend You against or, at Our option, settle any claim, demand, suit, claim or proceeding (“Claim”) made or action brought against You by a third party alleging that the Your use of the Software or Services as permitted hereunder in compliance with the Agreement and the Order Form infringes or misappropriates the intellectual property rights of a such third party’s copyright or patent (a “Claim Against You”), and shall will indemnify You for any damages finally awarded againstagainst You by a court of competent jurisdiction for such Claim Against You, and or for reasonable attorney fees incurred byamounts paid by You under a court-approved settlement or a settlement of a Claim Against You by Us, You in connection with any such Claim; provided, that You provided You: (a) promptly give provide Us with prompt written notice of the Claim; Claim Against You, (b) give grant Us sole control of the defense and settlement of the Claim Against You, (provided that We may c) do not settle enter into any settlement or compromise of any such Claim unless the settlement unconditionally releases Against You of all liability and You may not make any admissions or settlements without Our prior written consent); , (cd) provide to Us all reasonable assistanceinformation and assistance for the Claim Against You, at Our expense; , and (e) use all commercially reasonable efforts to mitigate any loss, damage or costs related to the Claim Against You. 6.1.2 If You notify Us of a Claim Against You and comply with Sections 6.1 (da) provided that such to (e) above or We receive information about an infringement or misappropriation of any third party's intellectual property rights is not resulting from: (i) Your claim related to the Software or Your Users misuse of the Services or the Site; (ii) Your use of the Services together with a Third Party Application or integration; or (iii) from non-compliance by You or Your Users of the terms and conditions contained herein. In the event of a Claim against You, or if We reasonably believe the Services may infringe or misappropriateServices, We may in at Our discretion option and at no cost to You expense: (ia) replace or modify the Software or Services so that they no longer infringe or misappropriate, without breaching Our warranties under Section 9.1 5.2 (Our Warranties), (b) above, (ii) obtain procure a license for Your continued use of allowing You to continue using the Services Software or Service in accordance with this the Agreement, or or (iiic) terminate Your User subscriptions Order Form for such Services upon 30 days’ written notice and refund to that Software or Service, reimburse You any prepaid fees covering the remainder of the term applicable Order Form Term(s) of such User subscriptions the terminated Order Form, and either take back the infringing Software to the extent possible or require You to remove/delete the infringing Software. 6.1.3 Our defense and indemnification obligations set out in this Section 6.1 do not apply to the extent a Claim against You arises from: (a) Your Data, Your App(s) or any other program code created by or for You, (b) Your use of Software or Services otherwise than in accordance with the Agreement, Order Form and/or Specifications, or (c) Your use of the Software or a Service after the effective date end of terminationthe applicable Order Form Term, or Your use of a version of the Software that is no longer current and the alleged infringement would have been avoided by using the latest version which We have made available to You.

Indemnification by Us. We 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 the Purchased Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third partyparty (a “Claim Against You”), and shall indemnify You for any damages damages, attorney fees and costs finally awarded againstagainst You as a result of, and for reasonable attorney fees incurred byamounts paid by You under a court-approved settlement of, You in connection with any such Claima Claim Against You; provided, provided that You (a) promptly give Us written notice of the Claim; Claim Against You, (b) give gives Us sole control of the defense and settlement of the Claim (provided that We may not settle any Claim unless the settlement unconditionally releases Against You of all liability and You may not make any admissions or settlements without Our prior written consent); (c) provide to Us all reasonable assistance, at Our expense; and (d) provided that such infringement or misappropriation of any third party's intellectual property rights is not resulting from: (i) Your or Your Users misuse of the Services or the Site; (ii) Your use of the Services together with a Third Party Application or integration; or (iii) from non-compliance by You or Your Users of the terms and conditions contained herein. In the event of a Claim against Against You, or if We reasonably believe the Purchased Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Purchased 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 Purchased Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination.

Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding (“Claim”) made or brought against You by a third party alleging that the use of the Services Purchased “The Omotenashi” as permitted hereunder infringes or misappropriates the intellectual property rights of a third partyparty (a “Claim Against You”), and shall indemnify You for any damages damages, attorney fees and costs finally awarded againstagainst You as a result of, and for reasonable attorney fees incurred byamounts paid by You under a court approved settlement of, You in connection with any such Claima Claim Against You; provided, provided that You You: (a) promptly give Us written notice of the ClaimClaim Against You; (b) give Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You unless the settlement unconditionally releases You of all liability and You may not make any admissions or settlements without Our prior written consentliability); and (c) provide to Us all reasonable assistance, at Our expense; and (d) provided that such . If We receive information regarding an infringement , misappropriation or misappropriation of any third party's intellectual property rights is not resulting from: (i) Your or Your Users misuse of the Services or the Site; (ii) Your use of the Services together with a Third Party Application or integration; or (iii) from non-compliance by You or Your Users of the terms and conditions contained herein. In the event of a Claim against You, or if We reasonably believe the Services may infringe or misappropriate, other claim We may in Our discretion discretion, and at no cost to You you (i) modify the Services “The Omotenashi”, so that they no longer infringe misappropriate or misappropriategive rise to any other claim, without breaching Our warranties under Section 9.1 (“Our Warranties) ” above, (ii) obtain a license for Your continued use of the Services subject “The Omotenashi” in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services “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 User 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 will 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 the Services as permitted hereunder a Charket App in accordance with this Agreement infringes or misappropriates the such third party’s intellectual property rights of (a third party"Claim Against You"), and shall will indemnify You for from any damages damages, attorney fees and costs finally awarded againstagainst You as a result of, and or for reasonable attorney fees incurred byamounts paid by You under a court-approved settlement of, a Claim Against You, provided You in connection with any such Claim; provided, that You (a) promptly give Us written notice of the Claim; (b) Claim Against 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 unless the settlement it unconditionally releases You of all liability liability), and You may not make any admissions or settlements without Our prior written consent); (c) provide to give Us all reasonable assistance, at Our expense; and (d) provided that such . If We receive information about an 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 claim related to 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 misappropriateCharket App, We may in Our discretion and at no cost to You (i) modify the Services app so that they it no longer infringe infringes or misappropriatemisappropriates, without breaching Our warranties under Section 9.1 Section.8.2 (Our Warranties) above), (ii) obtain a license for Your continued use of the Services that app in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services that app upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date 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 will defend You you from and against any claim, demand, suit, or proceeding (“Claim”) made or brought against You you by a third party Third Party alleging that the use of the Services as permitted hereunder infringes or misappropriates the such Third Party’s intellectual property rights of (a third party“Claim Against You”), and shall will indemnify You you for any damages damages, attorney fees and costs finally awarded againstagainst you as a result of, and for reasonable attorney fees incurred byamounts paid by you under a court- approved settlement approved by us in writing of, You in connection with any such Claim; provideda Claim Against You, provided that You you (a) promptly give Us us written notice of the Claim; Claim Against 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 unless the settlement unconditionally releases You you of all liability liability), and You may not make any admissions or settlements without Our prior written consent); (c) provide to Us us all reasonable assistance, at Our 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 we reasonably believe the Services 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 infringe or misappropriate, without breaching Our our warranties under Section 9.1 (Our Warranties) above8.1, (ii) obtain a license for Your your continued use of the Services in accordance with this Agreement, or (iii) terminate Your User your subscriptions for such Services upon 30 days’ days written notice and refund to You you any prepaid fees covering the remainder of the term of such User 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 defend You against any claim, demand, suit, or proceeding (“Claim”) made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third partyparty (a "Claim Against You"), and shall indemnify You for any damages damages, attorney fees and costs finally awarded againstagainst You as a result of, and for reasonable attorney fees incurred byamounts paid by You under a court- approved settlement of, You in connection with any such Claima Claim Against You; provided, provided that You (a) promptly give Us written notice of the ClaimClaim Against You; (b) give Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You unless the settlement unconditionally releases You of all liability and You may not make any admissions or settlements without Our prior written consentliability); 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 Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under Section 9.1 (“Our Warranties) ” above, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination.

Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding (“Claim”) made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and shall indemnify You for any damages finally awarded against, and for reasonable attorney fees incurred by, You in connection with any such Claim; provided, that You (a) promptly give Us written notice of the Claim; (b) give Us sole control of the defense defence and settlement of the Claim (provided that We may not settle any Claim unless the settlement unconditionally releases You of all liability and You may not make any admissions or settlements without Our prior written consent); (c) provide to Us all reasonable assistance, at Our expense; and (d) provided that such infringement or misappropriation of any third party's intellectual property rights is not resulting from: (i) Your or Your Users misuse of the Services or the Site; (ii) Your use of the Services together with a Third Party Application or integration; or (iii) from non-compliance by You or Your Users of the terms and conditions contained herein. In the event of a Claim against You, or if We reasonably believe the Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under Section 9.1 (Our Warranties) above, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination.

Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding (“Claim”) made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights right of a third partyparty (a “Claim Against You”), and shall indemnify You for any damages damages, attorney fees and cost finally awarded againstagainst You as a result of, and for reasonable attorney fees incurred by, amounts paid by You in connection with any such Claimsettlement of a Claim Against You; provided, provided that You (a) promptly give Us written notice of the ClaimClaim Against You; (b) give Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle any Claim unless Against You if such settlement adversely affects You without Your prior consent, not to be unreasonably withheld, and if the settlement does not unconditionally releases release You of all liability and You may not make any admissions or settlements without Our prior written consentliability); 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 Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under Section 9.1 (“Our Warranties) ” above, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination.

Indemnification by Us. We shall will indemnify and defend You from and against any claim, demand, suit, or proceeding (“Claim”) made or claim brought against You by a third party against You alleging that the thatYour use of the Services a Service as permitted hereunder infringes or misappropriates the intellectual property rights of a third party’s valid patent, and shall indemnify You for any damages finally awarded againstcopyright, and for reasonable attorney fees incurred bytrademark or trade secret (an “IP Claim”). We shall, You in connection with any at Our expense, defend such Claim; provided, that You (a) promptly give Us written notice of the Claim; IP (b) give Us sole We will have sole,exclusive control of the and authority to select defense and settlement of the attorneys, defend and/or settle any such IP Claim (provided that however, We may shall not settle or compromise any Claim unless the settlement unconditionally releases claim that results in liability or admission of any liability by You of all liability and You may not make any admissions or settlements without Our Your prior written consent); 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 expense; option and (d) provided that such infringement or misappropriation of any third party's intellectual property rights is not resulting from: expense (i) Your or Your Users misuse of procure for You the Services or right to continue using the SiteService(s) as set forth hereunder; (ii) Your use of the Services together with replace or modify a Third Party Application or integrationService to make it non-infringing; 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 options (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under Section 9.1 (Our Warranties) above, (ii) obtain are not commercially reasonable or practicable as determined by Zendesk, terminate Your subscription to the Service(s) and repay You, on a license pro-rata basis, any Subscription Charges paid to Zendesk for the unused portion of Your continued Subscription Term for such Service(s). We will have no liability or obligation under this Section 12.1 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 Services in accordance Service(s) with other hardware or software where a Service would not by itself be infringing. The provisions of this AgreementSection 12.1 state the sole, or (iii) terminate Your User subscriptions for such Services upon 30 days’ written notice exclusive and refund entire liability of Zendesk to You any prepaid fees covering the remainder and Your sole remedy with respect to an IP Claim brought by reason of the term access to or use of such User subscriptions after the effective date of terminationa Service by You, Agents or End-Users.

Indemnification by Us. We shall defend You Subject to the limitations of liability provided in Section 12 (“Limitations of Liability”), we will indemnify you from any damages, attorney fees and 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 (“Claim”) made or brought against You you by a third party alleging that the use of the Services as permitted hereunder Software infringes or misappropriates the such third party’s intellectual property rights of (a third party“Claim Against You”), and shall indemnify You for any damages finally awarded against, and for reasonable attorney fees incurred by, You in connection with any such Claim; provided, that You provided you (a) promptly give Us us written notice of the Claim; Claim Against 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 unless the settlement it unconditionally releases You you of all liability liability), and You may not make any admissions or settlements without Our prior written consent); (c) provide to Us give us all reasonable assistance, at Our our expense; and (d) provided that such . Without limiting the foregoing, if we receive information about an infringement or misappropriation of any third party's intellectual property rights is not resulting from: (i) Your or Your Users misuse of claim related to 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 YouSoftware, or if We reasonably believe the Services may infringe or misappropriate, We we may in Our our discretion and at no cost to You you (i) modify the Services Software so that they it is no longer claimed to infringe or misappropriate, without breaching Our warranties under Section 9.1 (Our Warranties) aboveaffecting our Limited Warranty, (ii) obtain a license for Your your continued use of the Services Software in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services 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 User 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 defend You against any claim, demand, suit, or proceeding (“Claim”) made or brought against You by a third party alleging that the use of the Purchased Marketing Cloud Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third partyparty (a “Claim Against You”), and shall indemnify You for any damages damages, attorney fees and costs finally awarded againstagainst You as a result of, and for reasonable attorney fees incurred byamounts paid by You under a court approved settlement of, You in connection with any such Claima Claim Against You; provided, provided that You You: (a) promptly give Us written notice of the ClaimClaim Against You; (b) give Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You unless the settlement unconditionally releases You of all liability and You may not make any admissions or settlements without Our prior written consentliability); and (c) provide to Us all reasonable assistance, at Our expense; and (d) provided that such . If We receive information regarding an infringement , misappropriation or misappropriation of any third party's intellectual property rights is not resulting from: (i) Your or Your Users misuse of the Services or the Site; (ii) Your use of the Services together with a Third Party Application or integration; or (iii) from non-compliance by You or Your Users of the terms and conditions contained herein. In the event of a Claim against You, or if We reasonably believe the Services may infringe or misappropriate, other claim We may in Our discretion discretion, and at no cost to You you (i) modify the Services Marketing Cloud Services, so that they no longer infringe misappropriate or misappropriategive rise to any other claim, without breaching Our warranties under Section 9.1 (“Our Warranties) ” above, (ii) obtain a license for Your continued use of the subject Marketing Cloud Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for such 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 User 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 will defend You you and your Affiliates against any claim, demand, suit, or proceeding (“Claim”) made or brought against You you by a third party alleging that the use of the Services infringe such third party’s patent, copyright, mask work, trademark or trade secret (a “Claim”), and will indemnify you from any damages, attorney fees and costs finally awarded as permitted hereunder infringes or misappropriates the intellectual property rights a result of a third partyClaim, and shall indemnify You for any damages finally awarded against, and for reasonable attorney fees incurred by, You in connection with any such Claim; provided, provided that You you (a) promptly give Us us written notice of the Claim; , (b) give Us us sole control of the defense and settlement of the Claim (provided except that We we may not settle any Claim unless the settlement it unconditionally releases You of you from all liability liability), and You may not make any admissions or settlements without Our prior written consent); (c) provide to Us all at our expense, give us reasonable assistance, at Our expense; and (d) provided that such . If we receive information about an infringement or misappropriation of claim related to 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 YouServices, or if We reasonably believe the Services may infringe or misappropriatewe may, We may in Our our discretion and at no cost to You (i) modify the Services so that they are no longer infringe or misappropriate, without breaching Our warranties under Section 9.1 (Our Warranties) aboveclaimed to infringe, (ii) obtain a license for Your your continued use of the Services in accordance with this Agreementyour Purchased Service, or (iii) terminate Your User subscriptions your Order(s) for such Services upon the allegedly infringing Service with 30 days’ prior written notice and notice. We will refund to You you any prepaid fees covering the remainder of the term of all affected Orders. These defense and indemnification obligations do not apply if (1) a Claim arises from the use or combination of the Services with software, hardware, data, or processes not provided by Ekata, if the Services or use thereof would not infringe without such User subscriptions after the effective date combination; (2) a Claim arises from Services under an Order for which there is no charge; or (3) a Claim arises from your or your Affiliates’ breach of terminationthis Agreement.

Indemnification by Us. We shall will 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 the a Purchased Services as permitted hereunder in accordance with this Agreement infringes or misappropriates the such third party’s intellectual property rights of (a third party“Claim Against You”), and shall will indemnify You for from any damages damages, attorney fees and costs finally awarded againstagainst You as a result of, and or for reasonable attorney fees incurred byamounts paid by You under a court-approved settlement of, You in connection with any such Claim; provideda Claim Against You, that provided You (a) promptly give Us written notice of the Claim; Claim Against 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 unless the settlement it unconditionally releases You of all liability liability), and You may not make any admissions or settlements without Our prior written consent); (c) provide to give Us all reasonable assistance, at Our expense; and (d) provided that such . If We receive information about an infringement or misappropriation of any third party's intellectual property rights is not resulting from: (i) Your or Your Users misuse of claim related to the Services or the Site; (ii) Your use of the Services together with a Third Party Application or integration; or (iii) from non-compliance by You or Your Users of the terms and conditions contained herein. In the event of a Claim against You, or if We reasonably believe the Services may infringe or misappropriateServices, We may in Our discretion and at no cost to You (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under Section 9.1 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 such 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 User 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 will 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 the Services as permitted hereunder a Purchased Service in accordance with this Agreement infringes or misappropriates the such third party’s intellectual property rights of (a third party“Claim Against You”), and shall will indemnify You for from any damages damages, attorney fees and costs finally awarded againstagainst You as a result of, and or for reasonable attorney fees incurred byamounts paid by You under a court-approved settlement of, You in connection with any such Claim; provideda Claim Against You, that provided You (a) promptly give Us written notice of the Claim; Claim Against 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 unless the settlement it unconditionally releases You of all liability liability), and You may not make any admissions or settlements without Our prior written consent); (c) provide to give Us all reasonable assistance, at Our expense; and (d) provided that such . If We receive information about an 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 claim related to 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 misappropriateService, We may in Our discretion and at no cost to You (i) modify the Services Service so that they it no longer infringe infringes or misappropriatemisappropriates, without breaching Our warranties under Section 9.1 9.2 (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 User subscriptions for such Services that Service upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date 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. We shall defend You against any claim, demand, suit, or proceeding (“Claim”) made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third partyparty (a "Claim Against You"), and shall indemnify You for any damages damages, attorney fees and costs finally awarded againstagainst You as a result of, and for reasonable attorney fees incurred byamounts paid by You under a court- approved settlement of, You in connection with any such Claima Claim Against You; provided, provided that You (a) promptly give Us written notice of the ClaimClaim Against You; (b) give Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You unless the settlement unconditionally releases You of all liability and You may not make any admissions or settlements without Our prior written consentliability); 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 Services 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 infringe or misappropriate, without breaching Our warranties under Section 9.1 (“Our Warranties) ” above, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination.

Indemnification by Us. We shall will indemnify, defend and hold You harmless from and against any claim, demand, suit, or proceeding (“Claim”) 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 Services as permitted hereunder such Service infringes or misappropriates the intellectual property rights of a third party’s valid patent, copyright, trademark or trade secret (an “IP Claim”). We shall, at Our expense, defend such IP Claim and shall indemnify You for any pay damages finally awarded against, and for reasonable attorney fees incurred by, against You in connection with any therewith, including the reasonable fees and expenses of the attorneys engaged by Zendesk for such Claim; provideddefense, provided that You (a) You promptly give Us written notify Zendesk of the threat or notice 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 (provided that however, We may shall not settle or compromise any Claim unless the settlement unconditionally releases claim that results in liability or admission of any liability by You of all liability and You may not make any admissions or settlements without Our Your prior written consent); 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; 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 procure for You the Services or right to continue using the SiteService(s) as set forth hereunder; (ii) Your use of the Services together with replace or modify a Third Party Application or integrationService to make it non-infringing; 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 options (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under Section 9.1 (Our Warranties) above, (ii) obtain are not commercially reasonable or practicable as determined by Zendesk, terminate Your subscription to the Service(s) and repay You, on a license pro-rata basis, any Subscription Charges previously paid to Zendesk for the corresponding unused portion of Your continued Subscription Term for such 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 Services in accordance Service(s) with other hardware or software where a Service would not by itself be infringing. The provisions of this AgreementSection 14.1 state the sole, or (iii) terminate Your User subscriptions for such Services upon 30 days’ written notice 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 User subscriptions after the effective date of terminationa Service by You, Agents or End-Users.

Indemnification by Us. We shall will defend You against any claim, demand, suit, suit or proceeding (“Claim”) made or brought against You by a third party alleging that the Your authorized use of the Work Product or Our provision of Professional Services as permitted hereunder infringes or misappropriates the such third party’s intellectual property rights of (a third party“Claim Against You”), and shall will indemnify You for from any damages and costs finally awarded againstagainst You as a result of, and or for reasonable attorney fees incurred byamounts paid by You under a court- approved settlement of, You in connection with any such Claim; provideda Claim Against You, that provided You (a) promptly give Us written notice of the Claim; Claim Against 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 unless the settlement it unconditionally releases You of all liability liability), and You may not make any admissions or settlements without Our prior written consent); (c) provide to give Us all reasonable assistance, at Our expense; and (d) provided that such . If We receive information about an infringement or misappropriation of any third party's intellectual property rights is not resulting from: (i) Your claim related to the Work Product or Your Users misuse of the Services or the Site; (ii) Your use of the Services together with a Third Party Application or integration; or (iii) from non-compliance by You or Your Users of the terms and conditions contained herein. In the event of a Claim against You, or if We reasonably believe the Services may infringe or misappropriateProfessional 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 infringe infringes or misappropriatemisappropriates, without breaching Our warranties under Section 9.1 (Our Warranties) above6.1, (ii) obtain a license for Your continued use of the Services Work Product in accordance with this Professional Services Agreement, or (iii) terminate Your User subscriptions for such this Professional Services upon 30 days’ written notice Agreement and refund You the fees paid for the affected Work Product. The above defense and indemnification obligations do not apply to the extent a Claim Against You any prepaid fees covering the remainder arises from a Non-4SIGHT Application or Your breach of the term of such User subscriptions after the effective date of terminationthis Professional Services Agreement.

Indemnification by Us. Subject to the limitations of liability provided in Section 13 (“Limitations of Liability”), We shall defend will indemnify You from any damages, attorney fees and 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 (“Claim”) made or brought against You by a third party alleging that the use of the Services as permitted hereunder any Purchased Service infringes or misappropriates the such third party’s intellectual property rights of (a third party“Claim Against You”), and shall indemnify You for any damages finally awarded against, and for reasonable attorney fees incurred by, You in connection with any such Claim; provided, that provided You (a) promptly give Us written notice of the Claim; Claim Against 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 unless the settlement it unconditionally releases You of all liability liability), and You may not make any admissions or settlements without Our prior written consent); (c) provide to give Us all reasonable assistance, at Our expense; and (d) provided that such . If We receive information about an 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 third-party claim related to 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 misappropriateService, We may in Our discretion and at no cost to You (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under Section 9.1 (Our Warranties) aboveLimited Warranty, (ii) obtain a license for Your continued use of the Services that Service in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services 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 User 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 defend You against any claim, demand, suit, or proceeding (“Claim”) made or brought against You by a third party alleging that the use of the Marketing Cloud Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third partyparty (a “Claim Against You”), and shall indemnify You for any damages damages, attorney fees and costs finally awarded againstagainst You as a result of, and for reasonable attorney fees incurred byamounts paid by You under a court approved settlement of, You in connection with any such Claima Claim Against You; provided, provided that You (a) promptly give Us written notice of the ClaimClaim Against You; (b) give Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You unless the settlement unconditionally releases You of all liability and You may not make any admissions or settlements without Our prior written consentliability); 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 Marketing Cloud Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Marketing Cloud 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 Marketing Cloud Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for 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 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. Subject to section 15.2 below, We 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 the Purchased Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third partyparty 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 damages damages, finally awarded againstagainst You as a result of, and for reasonable attorney amounts paid by You under a court-approved settlement of, a Claim Against You and for any reasonably legal fees incurred by, You in connection with any such ClaimOur defense of the Claim Against You; provided, provided that You (a) promptly give Us written notice of the Claim; Claim Against 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 unless the settlement unconditionally releases You of all liability and You may not make any admissions or settlements without Our prior written consentliability); , (c) provide to Us all reasonable assistance, at Our expense; and (d) provided that use reasonable endeavors to mitigate any losses in connection with 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 hereinclaims. In the event of a Claim against Against You, or if We reasonably believe the Purchased Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Purchased 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 Purchased Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination.

Indemnification by Us. We shall will 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 the Services as permitted hereunder Licensed SOFTWARE in accordance with this Agreement infringes or misappropriates the such third party’s intellectual property rights of (a third party“Claim Against You”), and shall will indemnify You for from any damages damages, attorney fees and costs finally awarded againstagainst You as a result of, and or for reasonable attorney fees incurred byamounts paid by You under a court-approved settlement of, You in connection with any such Claim; provideda Claim Against You, that provided You (a) promptly give Us written notice of the Claim; Claim Against 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 unless the settlement it unconditionally releases You of all liability liability), and You may not make any admissions or settlements without Our prior written consent); (c) provide to give Us all reasonable assistance, at Our expense; and (d) provided that such . If We receive information about an infringement or misappropriation of any third party's intellectual property rights is not resulting from: (i) Your or Your Users misuse of the Services or the Site; (ii) Your use of the Services together with a Third Party Application or integration; or (iii) from non-compliance by You or Your Users of the terms and conditions contained herein. In the event of a Claim against You, or if We reasonably believe the Services may infringe or misappropriateclaim related to SOFTWARE, We may in Our discretion and at no cost to You (i) modify the Services SOFTWARE so that they it no longer infringe infringes or misappropriatemisappropriates, without breaching Our warranties under Section 9.1 9.2 (Our Warranties) above), (ii) obtain a license for Your continued use of the Services that SOFTWARE in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services that SOFTWARE upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date 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 defend You against any claim, demand, suit, or proceeding (“Claim”) made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property any Canadian or United States’ registered patents, copyrights or trade-mark rights of a third partyparty (a “Claim Against You”), and shall indemnify You for any damages damages, legal fees and costs finally awarded againstagainst You as a result of, and for reasonable attorney fees incurred byamounts paid by You under a court-approved settlement of, You in connection with any such Claim; provided, that You (a) promptly give Us written notice of the Claim; (b) give Us sole control a Claim Against of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You unless the settlement unconditionally releases You of all liability and You may not make any admissions or settlements without Our prior written consentliability); 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 You, or if We we reasonably believe the Services 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 infringe or misappropriatemisappropriate , without breaching Our warranties under Section 9.1 (“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 such Services services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination.

Indemnification by Us. We shall will 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 the Services as permitted hereunder a Service in accordance with this Agreement infringes or misappropriates the such third party’s intellectual property rights of (a third party“Claim Against You”), and shall will indemnify You for from any damages damages, attorney fees and costs finally awarded againstagainst You as a result of, and or for reasonable attorney fees incurred by, amounts paid by You in connection with any such Claim; providedsettlement of, that a Claim Against You, provided You (a) promptly give Us written notice of the Claim; Claim Against 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 unless the settlement it unconditionally releases You of all liability liability), and You may not make any admissions or settlements without Our prior written consent); (c) provide to give Us all reasonable assistance, at Our expense; and (d) provided that such . If We receive information about an 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 claim related to 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 misappropriateService, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under Section 9.1 (“Our Warranties) ” above, (ii) obtain a license for Your continued use of the Services that Service in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services 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 User subscriptions after the effective date of terminationcombination.

Indemnification by Us. We shall will 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 the Services as permitted hereunder any Purchased Service infringes or misappropriates the such third party’s intellectual property rights of (a third party“Claim Against You”), and shall will indemnify You for from any damages damages, attorney fees and costs finally awarded againstagainst You as a result of, and or for reasonable attorney fees incurred byamounts paid by You under a settlement approved by Us in writing of, You in connection with any such Claim; provideda Claim Against You, that provided You (a) promptly give Us written notice of the Claim; Claim Against 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 unless the settlement it unconditionally releases You of all liability liability), and You may not make any admissions or settlements without Our prior written consent); (c) provide to give Us all reasonable assistance, at Our expense; and (d) provided that such . If We receive information about an 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 claim related to 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 misappropriateService, We may in Our discretion and at no cost to You (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under Section 9.1 (Our “SFDC Warranties) ” above, (ii) obtain a license for Your continued use of the Services that Service in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services 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 User 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-SFDC Application or Your use of terminationthe Services in violation of this Agreement, the Documentation or applicable Order Forms.

Indemnification by Us. We shall will indemnify, hold harmless and defend You 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 Services as permitted hereunder Terbine Exchange infringes or misappropriates the such third party's intellectual property rights rights, (b) Our breach of a third partythis Agreement or applicable Order Form(s), or (c) Our gross negligence or intentional misconduct ( "Claim Against You"), and shall indemnify will indemnify, hold harmless and defend You for from any damages damages, attorney fees and costs finally awarded againstagainst You as a result of, and or for reasonable attorney fees incurred byamounts paid by You under a settlement approved by Us in writing of, You in connection with any such Claim; provideda Claim Against You, that provided You (a1) promptly give Us written notice of the Claim; Claim Against 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 unless the settlement unconditionally releases You of all liability and You may not make any admissions or settlements without Our prior written consentcontains no findings of fault against You); , and (c3) provide to give Us all reasonable assistance, at Our expense; and (d) provided that such . If We receive information about an infringement or misappropriation of any third party's intellectual property rights is not resulting from: (i) Your or Your Users misuse of claim related to a Service and/or the Services or the Site; (ii) Your use of the Services together with a Third Party Application or integration; or (iii) from non-compliance by You or Your Users of the terms and conditions contained herein. In the event of a Claim against You, or if We reasonably believe the Services may infringe or misappropriateTerbine Exchange, We may in Our discretion and at no cost to You (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under Section 9.1 (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 User subscriptions for such Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination.or

Indemnification by Us. We shall will 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 the Services as permitted hereunder any Service infringes or misappropriates the such third party’s intellectual property rights of (a third party“Claim Against You”), and shall will indemnify You for from any damages damages, legal fees and costs finally awarded againstagainst You as a result of, and or for reasonable attorney fees incurred byamounts paid by You under a settlement approved by Us in writing of, You in connection with any such Claim; provideda Claim Against You, that provided You (a) promptly give Us written notice of the Claim; Claim Against 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 unless the settlement it unconditionally releases You of all liability liability), and You may not make any admissions or settlements without Our prior written consent); (c) provide to give Us all reasonable assistance, at Our expense; and (d) provided that such . If We receive information about an 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 claim related to 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 misappropriateService, We may in Our discretion and at no cost to You (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under Section 9.1 (Our “Axiapac Warranties) ” above, (ii) obtain a license for Your continued use of the Services that Service in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services that Service upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date 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. We shall defend You against any claim, demand, suit, or proceeding (“Claim”) made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and shall indemnify You for any damages finally awarded against, and for reasonable attorney fees incurred by, You in connection with any such Claim; provided, that You (a) promptly give Us written notice of the Claim; (b) give Us sole control of the defense and settlement of the Claim (provided that We may not settle any Claim unless the settlement unconditionally releases You of all liability and You may not make any admissions or settlements without Our prior written consent); (c) provide to Us all reasonable assistance, at Our expense; and (d) provided that such infringement or misappropriation of any third party's intellectual property rights is not resulting from: (i) Your or Your Users misuse of the Services or the Site; (ii) Your use of the Services together with a Third Party Application or integration; or (iii) from non-compliance by You or Your Users of the terms and conditions contained herein. In the event of a Claim against You, or if We reasonably believe the Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under Section 9.1 (Our Warranties) above, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination.

Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding (“Claim”) made or If a third party claim is brought against You by a claiming that Our Software provided under this Agreement infringes such third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the party’s intellectual property rights of in a third partycountry that is a signatory to the Berne Convention ("Claim"), We will defend the Claim and shall indemnify You for any from the resulting costs and damages finally awarded againstby a court of competent jurisdiction against You or agreed in settlement by Us. If Your use of Our Software hereunder is enjoined due to a Claim, then We may, at Our sole option and for reasonable attorney fees incurred by, You in connection with any such Claim; 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 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 (provided that We may not settle any Claim unless the settlement unconditionally releases You of all liability and You may not make any admissions or settlements without Our prior written consent); (c) provide to Us all reasonable assistance, at Our expenseClaim; and (d) provided that such infringement or misappropriation You furnishing Us with reasonable assistance in the defense of any third party's Claim. This section does not apply to the extent the alleged infringement is based on (1) combination with products, data or business processes not Our 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 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 is not resulting from: (i) Your owned 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 licensed by You or Your Users of the terms and conditions contained herein. In the event of a Claim against You, (6) Our compliance with any materials, designs, specifications or if We reasonably believe the Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under Section 9.1 (Our Warranties) aboveinstructions provided by You, (ii7) obtain a license for Your continued use of the Services in accordance with this AgreementOur Software after We notify You to discontinue using Our Software due to a Claim, or (iii) terminate Your User subscriptions for such Services upon 30 days’ written notice and refund to You 8) any prepaid fees covering the remainder of the term of such User 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 will 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 the Services as permitted hereunder any Service that You purchased materially infringes or misappropriates the such third party’s intellectual property rights of (a third party“Claim Against You”), and shall will indemnify You for from any damages finally awarded againstdamages, and for reasonable attorney fees incurred byand costs finally awarded against You as a result of, or for amounts paid by You under a settlement approved by Us in connection with any such Claim; providedwriting of, that You a Claim Against You, provided You: (a) promptly give Us written notice of the ClaimClaim Against 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 unless the settlement it unconditionally releases You of all liability and You may not make any admissions or settlements without Our prior written consentliability); and (c) provide to give Us all reasonable assistance, at Our expense; . The above defense and (d) provided that such infringement or misappropriation of any third party's intellectual property rights is indemnification obligations do not resulting fromapply to: (i) Your or Your Users misuse of the Services or the Site; (iia) Your use of the Services together in violation of this Agreement, Services Schedule(s), the Documentation or applicable Order Forms; (b) to the extent that a Claim Against You 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 a Third Party Application or integrationused 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 Documentation; and (d) relates to the modification of any Service or software that You purchased from Us other than: (i) by Us in connection with this Agreement; or (iiiii) from non-compliance by with Our express written authorization and in strict accordance with Licensor’s written directions and specification. If any Claim Against You is made or Your Users 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 the You the right to continue using and possessing the relevant intellectual property rights; or (b) modify or replace the infringing part of the terms intellectual property rights and conditions contained herein. In without adversely affecting the event of a Claim against You, or if We reasonably believe the Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under Section 9.1 (Our Warranties) above, (ii) obtain a license for Your continued use functionality of the Services as set out in accordance with this AgreementAgreement so as to avoid the infringement or alleged infringement, or (iii) terminate Your User subscriptions for such Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder provided that if We, having used Our reasonable endeavours, neither of the term 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 such User subscriptions after the effective date of terminationaffected Services.

Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding (“Claim”) made or brought against You by a third party alleging that the use of the CustomerGauge Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third partyparty (a “Claim Against You”), and shall indemnify You for any damages damages, attorney fees and costs finally awarded againstagainst You as a result of, and for reasonable attorney fees incurred byamounts paid by You under a court-approved settlement of, You in connection with any such Claima Claim Against You; provided, provided that You (a) promptly give Us written notice of the ClaimClaim Against You; (b) give Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You unless the settlement unconditionally releases You of all liability and You may not make any admissions or settlements without Our prior written consentliability); 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 CustomerGauge Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the CustomerGauge 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 CustomerGauge Services in accordance with this Agreement, or (iii) terminate Your User subscriptions Company subscription for 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 effective date of termination.

Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding (“"Claim”") made or brought against You by a third party alleging that the use of the Services Software as permitted hereunder infringes or misappropriates the intellectual property rights registered copyrights or issued patents of a third party, and shall indemnify You for any damages finally awarded against, and for reasonable attorney attorney’s fees incurred by, You in connection with any such Claim; provided, that You (a) promptly give Us written notice of the Claim; (b) give Us sole control of the defense and settlement of the Claim (provided that We may not settle any Claim unless the settlement unconditionally releases You of all liability and You may not make any admissions or settlements without Our prior written consentliability); and (c) provide to Us all reasonable assistance, at Our expense; and (d) provided that such . We shall have no liability regarding any infringement or misappropriation of any third party's intellectual property rights is not resulting fromClaim arising out of: (i) Your or Your Users misuse use of other than a current unaltered release of the Services or services unless the Siteinfringing portion is also in the then current release; (ii) use of the Software in combination with software, data or equipment that is not Ours if the infringement was caused by such use or combination; (iii) any modification or derivation of the Software not specifically authorized in writing by Us; or (iv) use of any Third-Party Applications. Subject to the limitations of this Agreement, in the event that an injunction is issued against Your use of the Services together Software, or if in Our opinion all or any portions of the Software are likely to become the subject of a nonfrivolous claim for infringement or injunction or damages award, We may, at our option and expense, do one of the following: (i) procure for You the right to continue using the Software or such affected portions; (ii) replace or modify the Software or such affected portions, with a Third Party Application noninfringing alternatives that reasonably accommodate Your needs with respect to the original replaced or integrationmodified portion; or (iii) from non-compliance by You or Your Users terminate this Agreement and refund the license fee paid, less reasonable depreciation, upon return of the terms and conditions contained herein. In the event of a Claim against You, or if We reasonably believe the Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under Section 9.1 (Our Warranties) above, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of terminationSoftware.

Indemnification by Us. We shall will 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 the Services as permitted hereunder any Service infringes or misappropriates the such third party’s intellectual property rights of (a third party“Claim Against You”), and shall will indemnify You for from any damages damages, attorney fees and costs finally awarded againstagainst You as a result of, and or for reasonable attorney fees incurred byamounts paid by You under a settlement approved by Us in writing of, You in connection with any such Claim; provideda Claim Against You, that provided You (a) promptly give Us written notice of the Claim; Claim Against 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 unless the settlement it unconditionally releases You of all liability liability), and You may not make any admissions or settlements without Our prior written consent); (c) provide to give Us all reasonable assistance, at Our expense; and (d) provided that such . If We receive information about an 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 claim related to 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 misappropriateService, We may in Our discretion and at no cost to You (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under Section 9.1 (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 User subscriptions for such Services that Service upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date 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 will 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 the Services as permitted hereunder any Service infringes or misappropriates the such third party’s intellectual property rights of (a third party“Claim Against You”), and shall will indemnify You for from any damages damages, attorney fees and costs finally awarded againstagainst You as a result of, and or for reasonable attorney fees incurred byamounts paid by You under a settlement approved by Us in writing of, You in connection with any such Claim; provideda Claim Against You, that provided You (a) promptly give Us written notice of the Claim; Claim Against 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 unless the settlement it unconditionally releases You of all liability liability), and You may not make any admissions or settlements without Our prior written consent); (c) provide to give Us all reasonable assistance, at Our expense; and (d) provided that such . If We receive information about an 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 claim related to 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 misappropriateService, We may in Our discretion and at no cost to You (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under Section 9.1 (Our “iFOLIO Warranties) ” above, (ii) obtain a license for Your continued use of the Services that Service in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services that Service upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date 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 will 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 the Services as permitted hereunder a Purchased Service in accordance with this Agreement infringes or misappropriates the such third party’s intellectual property rights of (a third party“Claim Against You”), and shall will indemnify You for from any damages damages, attorney fees and costs finally awarded againstagainst You as a result of, and or for reasonable attorney fees incurred byamounts paid by You under a court-approved settlement of, You in connection with any such Claim; provideda Claim Against You, that provided You (a) promptly give Us written notice of the Claim; Claim Against 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 unless the settlement it unconditionally releases You of all liability liability), and You may not make any admissions or settlements without Our prior written consent); (c) provide to give Us all reasonable assistance, at Our expense; and (d) provided that such . If We receive information about an 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 claim related to 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 misappropriateService, We may in Our discretion and at no cost to You (i) modify the Services Service so that they it no longer infringe infringes or misappropriatemisappropriates, without breaching Our warranties under Section 9.1 9.2 (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 User subscriptions for such Services that Service upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim Against You arises from Content, a Non Xxxxxxxxxxx.xxx Application or Your breach of terminationthis Agreement.

Indemnification by Us. We shall will defend You you against any claim, demand, suit, suit or proceeding (“Claim”) made or brought against You you by a third party alleging that the use of the Services as permitted hereunder any Purchased Service infringes or misappropriates the such third party’s intellectual property rights of (a third party“Claim Against You”), and shall will indemnify You for you from any damages damages, attorney fees and costs finally awarded againstagainst you as a result of, and or for reasonable attorney fees incurred byamounts paid by you under a settlement approved by us in writing of, You in connection with any such Claim; provideda Claim Against You, that You provided you (a) promptly give Us us written notice of the Claim; Claim Against 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 unless the settlement it unconditionally releases You you of all liability liability), and You may not make any admissions or settlements without Our prior written consent); (c) provide to Us give us all reasonable assistance, at Our your expense; and (d) provided that such . If we receive information about an 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 claim related to 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 YouService, or if We reasonably believe the Services may infringe or misappropriate, We we may in Our our discretion and at no cost to You you (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under Section 9.1 (Our Warranties) above, (ii) obtain a license for Your your continued use of the Services that Service in accordance with this Agreement, or (iii) terminate Your User your subscriptions for such Services 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 User 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 will 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 the Services as permitted hereunder any Purchased Service infringes or misappropriates the such third party’s intellectual property rights of (a third party“Claim Against You”), and shall will indemnify You for from any damages damages, attorney fees and costs finally awarded againstagainst You as a result of, and or for reasonable attorney fees incurred byamounts paid by You under a settlement approved by Us in writing of, You in connection with any such Claim; provideda Claim Against You, that provided You (a) promptly give Us written notice of the Claim; Claim Against 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 unless the settlement it unconditionally releases You of all liability liability), and You may not make any admissions or settlements without Our prior written consent); (c) provide to give Us all reasonable assistance, at Our expense; and (d) provided that such . If We receive information about an 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 claim related to 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 misappropriateService, We may in Our discretion and at no cost to You (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under Section 9.1 (Our “SHIWAFORCE Warranties) ” above, (ii) obtain a license for Your continued use of the Services that Service in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services 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 User 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 will 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 the Services as permitted hereunder a Purchased Service in accordance with this Agreement infringes or misappropriates the such third party’s intellectual property rights of (a third party“Claim Against You”), and shall will indemnify You for from any damages damages, attorney fees and costs finally awarded againstagainst You as a result of, and or for reasonable attorney fees incurred byamounts paid by You under a court-approved settlement of, You in connection with any such Claim; provideda Claim Against You, that provided You (a) promptly give Us written notice of the Claim; Claim Against 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 unless the settlement it unconditionally releases You of all liability and You may not make any admissions or settlements without Our prior written consentliability); , (c) provide to give Us all reasonable assistance, at Our expense; , and (d) provided that such infringement or misappropriation You use all reasonable endeavours to mitigate loss in respect of any third party's intellectual property rights is not resulting 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: (i1) Your modifications to Purchased Services made by a party other than Us, (2) the combination of Purchased Services with other products, processes or Your Users misuse of technologies (where the Services or the Site; infringement would have been avoided but for such combination), (ii3) Your use of Purchased Services other than in accordance with the Documentation, Order Forms, and this Agreement; (4) Your use of Purchased Services together with a Third Party Application or integration; or (iii) from non-compliance by You or Your Users Documentation after notice of the terms alleged or actual infringement from Us or any appropriate authority. The indemnification obligations set forth in this clause 9.1 are Our sole and conditions contained hereinexclusive 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 Against You, or if We reasonably believe the Services 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 Services Service so that they it no longer infringe infringes or misappropriatemisappropriates, without breaching Our warranties under Section 9.1 8.2 (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 User subscriptions for such Services that Service upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date 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 will 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 the Services as permitted hereunder a Purchased Service in accordance with this Agreement infringes or misappropriates the such third party’s intellectual property rights of (a third party“Claim Against You”), and shall will indemnify You for from any damages damages, attorney fees and costs finally awarded againstagainst You as a result of, and or for reasonable attorney fees incurred byamounts paid by You under a court-approved settlement of, You in connection with any such Claim; provideda Claim Against You, that provided You (a) promptly give Us written notice of the Claim; Claim Against 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 unless the settlement it unconditionally releases You of all liability liability), and You may not make any admissions or settlements without Our prior written consent); (c) provide to give Us all reasonable assistance, at Our expense; and (d) provided that such . If We receive information about an 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 claim related to 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 misappropriateService, We may in Our discretion and at no cost to You (i) modify the Services Service so that they it no longer infringe infringes or misappropriatemisappropriates, without breaching Our warranties under Section 9.1 9.2 (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 User subscriptions for such Services that Service upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim Against You arises from Content, a Non-IOTA Application or Your breach of terminationthis Agreement.

Indemnification by Us. We shall defend indemnify, defend, and hold 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 Services Infrastructure as permitted hereunder infringes or misappropriates the any patent, copyright, or other intellectual property rights right of a third partyparty (a "Claim Against You"), and shall indemnify You for any damages finally awarded againstlosses, costs, damages, expenses, and for liabilities, including court costs and reasonable attorney fees legal fees, suffered or incurred by, by You in connection with any such Claimclaim, 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, 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 unless the settlement unconditionally releases You of all liability and You may not make any admissions or settlements without Our prior written consentliability); 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 Services Infrastructure may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services Infrastructure so that they no longer infringe or misappropriate, without breaching Our warranties under Section 9.1 (“Our Warranties) ” above, (ii) obtain a license for Your continued use of the Services Infrastructure in accordance with this Agreement, or (iii) terminate Your User Customer subscriptions for such Services Infrastructure upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User Customer subscriptions after the effective date of termination.

Indemnification by Us. We shall will 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 the Services as permitted hereunder a Service in accordance with this Agreement infringes or misappropriates the such third party’s intellectual property rights of (a third party“Claim Against You”), and shall will indemnify You for from any damages damages, attorney fees and costs finally awarded againstagainst You as a result of, and or for reasonable attorney fees incurred by, amounts paid by You in connection with any such Claim; providedsettlement of, that a Claim Against You, provided You (a) promptly give Us written notice of the Claim; Claim Against 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 unless the settlement it unconditionally releases You of all liability liability), and You may not make any admissions or settlements without Our prior written consent); (c) provide to give Us all reasonable assistance, at Our expense; and (d) provided that such . If We receive information about an 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 claim related to 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 misappropriateService, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under Section 9.1 (“Our Warranties) ” above, (ii) obtain a license for Your continued use of the Services that Service in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services 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 User subscriptions after the effective date of terminationcombination.

Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding (“Claim”) made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third partyparty (a "Claim Against You") on any US patent, and shall indemnify You for any damages damages, attorney fees and costs finally awarded againstagainst You as a result of, and for reasonable attorney fees incurred byamounts paid by You under a court-approved settlement of, You in connection with any such Claima Claim Against You; provided, provided that You (a) promptly give Us written notice of the ClaimClaim Against You; (b) give Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You unless the settlement unconditionally releases You of all liability and You may not make any admissions or settlements without Our prior written consentliability); 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 Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under Section 9.1 (“Our Warranties) ” above, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination.

Indemnification by Us. We shall defend You against any claim, demand, suit, suit or proceeding (“Claim”) made or brought against You by a third party alleging that the use of the Services Xxxx.xxx Services, excluding Xxxx.xxx Data, as permitted hereunder infringes or misappropriates the intellectual property patent, copyright, and trademark rights of a third party, (a "Claim Against You"), and shall indemnify You for any damages damages, attorney fees and costs finally awarded againstagainst You as a result of, and or for reasonable attorney fees incurred byamounts paid by You under a court-approved settlement of, You in connection with any such Claima Claim Against You; provided, provided that You (a) promptly give Us written notice of the Claim; Claim Against 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 unless the settlement We unconditionally releases release You of all liability liability), and You may not make any admissions or settlements without Our prior written consent); (c) provide to Us all reasonable assistance, at Our expense; and (d) provided that such infringement or misappropriation of any third party's intellectual property rights is not resulting from: (i) Your or Your Users misuse of the Services or the Site; (ii) Your use of the Services together with a Third Party Application or integration; or (iii) from non-compliance by You or Your Users of the terms and conditions contained herein. In the event of a Claim against Against You, or if We reasonably believe the Xxxx.xxx Services may infringe or misappropriate, We may in Our our discretion and at no cost to You (i) modify the Xxxx.xxx 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 Xxxx.xxx Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for right to use such 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 User 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 defend You you against any claim, demand, suit, or proceeding (“Claim”) made or claim brought against You you by a third party alleging that the use of the Services Software, when used as permitted hereunder authorized under this Agreement, infringes any third-party patent, copyright or trademark, or misappropriates any third-party trade secret enforceable in any jurisdiction that is a signatory to the intellectual property rights of Berne Convention (a third party“Claim”), and shall we will indemnify You for you and hold you harmless against any damages and costs finally awarded againston the Claim by a court of competent jurisdiction or agreed to via settlement executed by Clusterwatch (including reasonable attorneys’ fees), and for reasonable attorney fees incurred by, You in connection with any such Claim; provided, provided that You we have received from you: (a) promptly give Us prompt written notice of the ClaimClaim (but in any event notice in sufficient time for us to respond without prejudice); (b) give Us sole control of reasonable assistance in the defense and settlement investigation of the Claim (provided that We may not settle any Claim unless Claim, including providing us a copy of the settlement unconditionally releases You of Claim, all liability relevant evidence in your possession, custody, or control, and You may not make any admissions cooperation with evidentiary discovery, litigation, and trial, including making witnesses within your employ or settlements without Our prior written consent)control available for testimony; and (c) provide the exclusive right to Us all reasonable assistancecontrol and direct the investigation, defense, and settlement (if applicable) of the Claim. If your use of the Software is (or in our opinion is likely to be) enjoined, whether by court order or by settlement, or if we determine such actions are reasonably necessary to avoid material liability, we may, at Our expense; our option and (d) provided that such infringement or misappropriation of any third party's intellectual property rights is not resulting from: in our discretion: (i) Your procure the right or Your Users misuse license for your continued use of the Services or the SiteSoftware in accordance with this Agreement; (ii) Your use of the Services together with a Third Party Application or integrationsubstitute substantially functionally similar Software; or (iii) from nonterminate your right to continue using the Software and refund any license fees pre-compliance paid by You or Your Users of the terms and conditions contained herein. In the event of a Claim against You, or if We reasonably believe the Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under Section 9.1 (Our Warranties) above, (ii) obtain a license you for Your continued use of the Services Software for the terminated portion of the applicable License Term. Clusterwatch’s indemnification obligations above do not apply: (1) if the total aggregate fees received by Clusterwatch with respect to your license to Software in accordance the twelve (12) month period immediately preceding the Claim is less than US$50,000; (2) if the Software is modified by any party other than Clusterwatch, but solely to the extent the alleged infringement is caused by such modification; (3) if the Software is used in combination with this Agreementany non-Clusterwatch product, software, service or equipment, but solely to the extent the alleged infringement is caused by such combination; (4) to unauthorized use of Software; (5) to any Claim arising as a result of (y) circumstances covered by your indemnification obligations in Section 11 (Indemnification by You) or (iiiz) terminate Your User subscriptions for such Services upon 30 days’ written notice and refund any third-party deliverables or components contained with the Software; (6) to You any prepaid fees covering the remainder unsupported release of the term of such User subscriptions after the effective date of terminationSoftware; or (7) if you settle or make any admissions with respect to a Claim without Clusterwatch’s prior written consent. THIS SECTION 12 STATES OUR SOLE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH ANY SOFTWARE OR OTHER ITEMS PROVIDED BY CLUSTERWATCH UNDER THIS AGREEMENT.

Indemnification by Us. We shall will indemnify, defend and hold You harmless from and against any claim, demand, suit, or proceeding (“Claim”) 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 Services as permitted hereunder such Service infringes or misappropriates the intellectual property rights of a third party’s valid patent, copyright, trademark or trade secret (an “IP Claim”). We shall, at Our expense, defend such IP Claim and shall indemnify You for any pay damages finally awarded against, and for reasonable attorney fees incurred by, against You in connection with any therewith, including the reasonable fees and expenses of the attorneys engaged by BoatTrack for such Claim; provideddefense, provided that You (a) You promptly give Us written notify BoatTrack of the threat or notice 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 (provided that however, We may shall not settle or compromise any Claim unless the settlement unconditionally releases claim that results in liability or admission of any liability by You of all liability and You may not make any admissions or settlements without Our Your prior written consent); 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; 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 procure for You the Services or right to continue using the SiteService(s) as set forth hereunder; (ii) Your use of the Services together with replace or modify a Third Party Application or integrationService to make it non-infringing; 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 options (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under Section 9.1 (Our Warranties) above, (ii) obtain are not commercially reasonable or practicable as determined by BoatTrack, terminate Your subscription to the Service(s) and repay You, on a license pro-rata basis, any Subscription Charges previously paid to BoatTrack for the corresponding unused portion of Your continued Subscription Term for such 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 Services in accordance Service(s) with other hardware or software where a Service would not by itself be infringing. The provisions of this AgreementSection 14.1 state the sole, or (iii) terminate Your User subscriptions for such Services upon 30 days’ written notice 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 User subscriptions after the effective date of terminationa Service by You, Agents or End-Users.

Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding (“Claim”) made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes infringe or misappropriates misappropriate the intellectual property rights of a third partyparty (a "Claim Against You"), and shall indemnify You for any damages damages, reasonable attorney fees and costs finally awarded againstagainst You as a result of, and for reasonable attorney fees incurred byamounts paid by You under a court­approved settlement of, You in connection with any such Claim; provided, a Claim Against You; provided that You (a) promptly give Us written notice of the Claim; Claim Against You; (b) give Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You unless the settlement unconditionally releases You of all liability liability); and You may not make any admissions or settlements without Our prior written consent); (c) provide to Us all reasonable assistance, at Our expense; and (d) provided that such infringement or misappropriation of any third party's intellectual property rights is not resulting from: (i) Your or Your Users misuse of the Services or the Site; (ii) Your use of the Services together with a Third Party Application or integration; or (iii) from non-compliance by You or Your Users of the terms and conditions contained herein. In the event of a Claim against Against You, or if We reasonably believe the Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under Section 9.1 (“Our Warranties) ” above, (ii) obtain a license for Your continued use of the Services in accordance with this AgreementAgreement and Your Order Form, or (iii) terminate Your User subscriptions for such Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination.

Indemnification by Us. We shall will 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 the Services as permitted hereunder any Purchased Service infringes or misappropriates the such third party’s intellectual property rights of (a third party“Claim Against You”), and shall will indemnify You for from any damages damages, attorney fees and costs finally awarded againstagainst You as a result of, and or for reasonable attorney fees incurred byamounts paid by You under a settlement approved by Us in writing of, You in connection with any such Claim; provideda Claim Against You, that provided You (a) promptly give Us written notice of the Claim; Claim Against 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 unless the settlement it unconditionally releases You of all liability liability), and You may not make any admissions or settlements without Our prior written consent); (c) provide to give Us all reasonable assistance, at Our expense; and (d) provided that such . If We receive information about an 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 claim related to 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 misappropriateService, We may in Our discretion and at no cost to You You (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under Section 9.1 (Our “Warranties) ” above, (ii) obtain a license for Your continued use of the Services that Service in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services 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 User 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-SavvyDox Application or Your use of terminationthe Services in violation of this Agreement, the Documentation or applicable Order Forms.

Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding (“Claim”) made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes infringe or misappropriates misappropriate the intellectual property rights of a third partyparty (a "Claim Against You"), and shall indemnify You for any damages damages, reasonable attorney fees and costs finally awarded againstagainst You as a result of, and for reasonable attorney fees incurred byamounts paid by You under a court-approved settlement of, You in connection with any such Claima Claim Against You; provided, provided that You (a) promptly give Us written notice of the ClaimClaim Against You; (b) give Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You unless the settlement unconditionally releases You of all liability and You may not make any admissions or settlements without Our prior written consentliability); 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 Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under Section 9.1 (“Our Warranties) ” above, (ii) obtain a license for Your continued use of the Services in accordance with this AgreementAgreement and Your Order Form, or (iii) terminate Your User subscriptions for such Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination.

Indemnification by Us. We shall agree to defend You at Our expense against any claim, demand, suit, or proceeding (“Claim”) made or brought against You by a third party alleging that the Your use of the Hardware or Services as permitted hereunder in accordance with the Documentation directly infringes or misappropriates the intellectual property rights of a third party’s United States copyrights or trade secrets (a "Claim Against You"), and shall agree to indemnify You for any damages that a court may finally awarded against, and award against You for reasonable attorney fees incurred by, You in connection with any such Claimmisappropriation or infringement; provided, provided that You (ai) promptly give notify Us written notice in writing of the ClaimClaim Against You; (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 unless the settlement unconditionally releases You of all liability and You may not make any admissions or settlements without Our prior written consentliability); (ciii) provide to Us all reasonable assistance, at Our expenseassistance in the defense or settlement of such Claim Against You; and (div) provided that such infringement or misappropriation are not in material breach of any third party's intellectual property rights is not resulting from: (i) Your or Your Users misuse this agreement at the time 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 hereinClaim Against You. In the event of a Claim against Against You, or if We reasonably believe the Services may infringe or misappropriatea Claim Against You is reasonably likely, We may in Our discretion and at no cost to You (ia) modify the Hardware or Services so that they no longer infringe or misappropriateinfringe, without breaching Our warranties under Section 9.1 (“Our Warranties) ” above, (iib) obtain a license secure for Your You the right to continued use of the Hardware or Services in accordance with this Agreement, or (iiic) terminate Your User subscriptions for such Services upon 30 days’ written notice this Agreement and refund to You any prepaid fees covering the remainder of the term of such 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 will defend You against any claim, demand, suit, suit or proceeding (“Claim”) made or brought against You by a third third-party alleging that the use of the Services as permitted hereunder any Service infringes or misappropriates the such third-party’s intellectual property rights of (a third party“Claim Against You”), and shall will indemnify You for from any damages damages, attorney fees and costs finally awarded againstagainst You as a result of, and or for reasonable attorney fees incurred byamounts paid by You under a settlement approved by Us in writing of, You in connection with any such Claim; provideda Claim Against You, that provided You (a) promptly give Us written notice of the Claim; Claim Against 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 unless the settlement it unconditionally releases You of all liability liability), and You may not make any admissions or settlements without Our prior written consent); (c) provide to give Us all reasonable assistance, at Our expense; and (d) provided that such . If We receive information about an 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 claim related to 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 misappropriateService, We may in Our discretion and at no cost to You (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under Section 9.1 (Our “SmartSimple Warranties) ” above, (ii) obtain a license for Your continued use of the Services that Service in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services that Service upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date 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 will 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 the a Purchased Services as permitted hereunder in accordance with this Agreement infringes or misappropriates the such third party’s intellectual property rights of (a third party“Claim Against You”), and shall will indemnify You for from any damages damages, attorney fees and costs finally awarded againstagainst You as a result of, and or for reasonable attorney fees incurred byamounts paid by You under a court-approved settlement of, You in connection with any such Claim; provideda Claim Against You, that provided You (a) promptly give Us written notice of the Claim; Claim Against 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 unless the settlement it unconditionally releases You of all liability liability), and You may not make any admissions or settlements without Our prior written consent); (c) provide to give Us all reasonable assistance, at Our expense; and (d) provided that such . If We receive information about an infringement or misappropriation of any third party's intellectual property rights is not resulting from: (i) Your or Your Users misuse of claim related to the Services or the Site; (ii) Your use of the Services together with a Third Party Application or integration; or (iii) from non-compliance by You or Your Users of the terms and conditions contained herein. In the event of a Claim against You, or if We reasonably believe the Services may infringe or misappropriateServices, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe infringes or misappropriatemisappropriates, without breaching Our warranties under Section 9.1 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 such 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 User 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 will 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 the Services as permitted hereunder a Purchased Service in accordance with this Agreement infringes or misappropriates the such third partyʼs intellectual property rights of (a third party“Claim Against You”), and shall will indemnify You for from any damages damages, attorney fees and costs finally awarded againstagainst You as a result of, and or for reasonable attorney fees incurred byamounts paid by You under a court-approved settlement of, You in connection with any such Claim; provideda Claim Against You, that provided You (a) promptly give Us written notice of the Claim; Claim Against 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 unless the settlement it unconditionally releases You of all liability liability), and You may not make any admissions or settlements without Our prior written consent); (c) provide to give Us all reasonable assistance, at Our expense; and (d) provided that such . If We receive information about an 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 claim related to 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 misappropriateService, We may in Our discretion and at no cost to You (i) modify the Services Service so that they it no longer infringe infringes or misappropriatemisappropriates, without breaching Our warranties under Section 9.1 8.2 (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 User subscriptions for such Services that Service upon 30 days’ daysʼ written notice and refund to You any prepaid fees covering the remainder of the term of such User 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 Xxx-XxxxXxxxx.xxx Application or Your breach of terminationthis Agreement.

Indemnification by Us. We shall defend Subject to the limitations of liability provided in Section 14 (“Limitations of Liability”), we will indemnify You from any damages, attorney fees and 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 (“Claim”) made or brought against You by a third party alleging that the use of the Services as permitted hereunder Software infringes or misappropriates the such third party’s intellectual property rights of (a third party“Claim Against You”), and shall indemnify You for any damages finally awarded against, and for reasonable attorney fees incurred by, You in connection with any such Claim; provided, that provided You (a) promptly give Us us written notice of the Claim; Claim Against 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 unless the settlement it unconditionally releases You of all liability liability), and You may not make any admissions or settlements without Our prior written consent); (c) provide to Us give us all reasonable assistance, at Our our expense; and (d) provided that such . Without limiting the foregoing, if we receive information about an infringement or misappropriation of any third party's intellectual property rights is not resulting from: (i) Your or Your Users misuse of claim related to 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 YouSoftware, or if We reasonably believe the Services may infringe or misappropriate, We we may in Our our discretion and at no cost to You (i) modify the Services Software so that they it is no longer claimed to infringe or misappropriate, without breaching Our warranties under Section 9.1 (Our Warranties) aboveaffecting our Limited Warranty, (ii) obtain a license for Your continued use of the Services Software in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services 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 User 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.