Common use of Indemnification by Us Clause in Contracts

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

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

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

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

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

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

Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding made or brought against You by a third party alleging that the use of the Xxxx.xxx Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party (a "Claim Against You"), and shall indemnify You for any damages, attorney fees and costs finally awarded against You as a result of, and for amounts paid by You under a court court-approved settlement of, a Claim Against You; provided that You (a) promptly give Us written notice of the Claim Against You; (b) give Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You unless the settlement unconditionally releases You of all liability); and (c) provide to Us all reasonable assistance, at Our expense. In the event of a Claim Against You, or if We reasonably believe the Xxxx.xxx Services may infringe or misappropriate, We may in 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 “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 such Xxxx.xxx Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination.

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

Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding made or brought against You by If a third party alleging makes a claim against you that the use of 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 party (a "Claim Against You"), and shall indemnify You for any damages, attorney fees costs and costs expenses finally awarded against You as a result of, and for amounts paid you by You under a court approved of competent jurisdiction or agreed to in a written settlement ofagreement signed by us, a Claim Against You; provided that You you (a) promptly give Us notify us in written notice of the Claim Against Yousuch claim; (b) give Us us sole control of the defense and settlement negotiation of the Claim Against You (provided that We may not settle any Claim Against You unless the settlement unconditionally releases You of all liability)claim; and (c) provide to Us us with all reasonable assistanceinformation, at Our expenseauthority and assistance necessary for us to defend against or settle the claim. In the event of a Claim Against You, or if We reasonably believe the Services may infringe or misappropriate, We may in Our at our sole and absolute discretion and at no cost to You (ia) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under “Our Warranties” above, to be non-infringing while substantially preserving its functionality; and/or (iib) obtain a license to allow for Your continued use use; and/or (c) terminate the provision of the Services in accordance and refund the fees prepaid for unused Services upon prior written notice. Notwithstanding the foregoing, we will not indemnify you if (a) the claim is caused by the use or combination of the Services or any part thereof with software, hardware and/or content not provided by us; (b) the claim arises from Your Content, third-party content, or your breach of this Agreement; (c) you alter the Services or use it outside the scope of use, the terms of this Agreement, or other applicable terms and conditions governing the use of such Services; and/or (iiid) terminate Your 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 made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party (a "Claim Against You"), and shall indemnify You for any damages, attorney fees and costs finally awarded against You as a result of, and for amounts paid by You under a court court-approved settlement of, a Claim Against You; provided that You (a) promptly give Us written notice of the Claim Against You; (b) give Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You unless the settlement unconditionally releases You of all liability); and (c) provide to Us all reasonable assistance, at Our expense. In the event of a Claim Against You, or if We reasonably believe the Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under “Our Warranties” above, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination.this

Indemnification by Us. We shall will defend You against any claim, demand, suit, suit or proceeding 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 (a "“Claim Against You"”), and shall will indemnify You for from any damages, attorney fees and costs finally awarded against You as a result of, and or for amounts paid by You under a court court-approved settlement of, a Claim Against You; , provided that You (a) promptly give Us written notice of the Claim Against You; , (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 (c) provide to give Us all reasonable assistance, at Our expense. In the event of If We receive information about an infringement or misappropriation claim related to a Claim Against You, or if We reasonably believe the 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 9.2 (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 Xxx-xxxxxxxxxxx.xxx Application or Your breach of terminationthis Agreement.

Indemnification by Us. We shall will defend You against any claim, demand, suit, suit or proceeding 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 (a "“Claim Against You"”), and shall will indemnify You for from any damages, attorney fees and costs finally awarded against You as a result of, and or for amounts paid by You under a court court-approved settlement of, a Claim Against You; , provided that You (a) promptly give Us written notice of the Claim Against You; , (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 (c) provide to give Us all reasonable assistance, at Our expense. In the event of If We receive information about an infringement or misappropriation claim related to a Claim Against You, or if We reasonably believe the 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 9.2 (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 thirty (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- 4SIGHT Application or Your breach of terminationthis Agreement.

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

Indemnification by Us. We shall defend indemnify, defend, and hold You harmless against any claim, demand, suit, or proceeding made or brought against You by a third party alleging that the use of the Custom Services as permitted hereunder infringes or misappropriates the any patent, copyright, or other intellectual property rights right of a third party (a "Claim Against You"), and shall indemnify You for any losses, costs, damages, attorney fees expenses, and liabilities, including court costs finally awarded against and reasonable legal fees, suffered or incurred by You in connection with any claim, demand, suit, or proceeding as a result of, and and/or for amounts paid by You under a court court-approved settlement of, a Claim Against You; provided that You (a) promptly give Us written notice of the Claim Against YouYou 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 (c) provide to Us all reasonable assistance, at Our expense. In the event of a Claim Against You, or if We reasonably believe the Services 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 “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 defend You against any claim, demand, suit, or proceeding made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes infringe or misappropriates misappropriate the intellectual property rights of a third party (a "Claim Against You"), and shall indemnify You for any damages, reasonable attorney fees and costs finally awarded against You as a result of, and for amounts paid by You under a court court-approved settlement of, a Claim Against You; provided that You (a) promptly give Us written notice of the Claim Against You; (b) give Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You unless the settlement unconditionally releases You of all liability); and (c) provide to Us all reasonable assistance, at Our expense. In the event of a Claim Against You, or if We reasonably believe the Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under “Our Warranties” above, (ii) obtain a license for Your continued use of the Services in accordance with this 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 defend You against any claim, demand, suit, or proceeding made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party (a "Claim Against You"), and shall indemnify You for any damages, attorney fees and costs finally awarded against You as a result of, and for amounts paid by You under a court approved settlement of, a Claim Against You; provided that You (a) promptly give Us written notice of the Claim Against You; (b) give Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You unless the settlement unconditionally releases You of all liability); and (c) provide to Us all reasonable assistance, at Our expense. In the event of a Claim Against You, or if We reasonably believe the Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under “Our Warranties” above, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your User subscriptions Business 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 Business Subscriptions after the effective date of termination.

Indemnification by Us. We shall will defend You against any claim, demand, suit, suit or proceeding 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 (a "“Claim Against You"”), and shall will indemnify You for from any damages, attorney fees damages and costs finally awarded against You as a result of, and or for amounts paid by You under a court court- approved settlement of, a Claim Against You; , provided that You (a) promptly give Us written notice of the Claim Against You; , (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 (c) provide to give Us all reasonable assistance, at Our expense. In If We receive information about an infringement or misappropriation claim related to the event of a Claim Against You, Work Product 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 “Our Warranties” aboveSection 6.1, (ii) obtain a license for Your continued use of the Services Work Product in accordance with this Professional Services Agreement, or (iii) terminate Your 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. We shall defend You against any claim, demand, suit, or proceeding made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes infringe or misappropriates misappropriate the intellectual property rights of a third party (a "Claim Against You"), and shall indemnify You for any damages, reasonable attorney fees and costs finally awarded against You as a result of, and for amounts paid by You under a court approved court­approved settlement of, a Claim Against You; You; provided that You (a) promptly give Us written notice of the Claim Against You; You; (b) give Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You unless the settlement unconditionally releases You of all liability); liability); and (c) provide to Us all reasonable assistance, at Our expense. In the event of a Claim Against You, or if We reasonably believe the Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under “Our Warranties” above, (ii) obtain a license for Your continued use of the Services in accordance with this 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 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 (a "“Claim Against You"”), and shall will indemnify You for from any damages, attorney fees and costs finally awarded against You as a result of, and or for amounts paid by You under a court court-approved settlement of, a Claim Against You; , provided that You (a) promptly give Us written notice of the Claim Against You; , (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 (c) provide to give Us all reasonable assistance, at Our expense. In the event of If We receive information about an infringement or misappropriation claim related to a Claim Against You, or if We reasonably believe the 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 9.2 (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 Xxx-XxxXxxxXXX.xx Application or Your breach of terminationthis Agreement.

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