Common use of Indemnification by Us Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Indemnification by Us. We shall indemnify, defend, and hold defend You harmless against any claim, demand, suit, or proceeding (“Claim”) made or brought against You by a third party alleging that the use of the Infrastructure or On-Demand Services as permitted hereunder infringes or misappropriates any patent, copyright, or other the intellectual property right rights of a third party or violates applicable law (a “Claim Against You”)party, and shall indemnify You for any losses, costs, damages, expensesdamages finally awarded against, and liabilitiesfor reasonable attorney fees incurred by, including court costs and reasonable legal fees, suffered or incurred by You in connection with any claimsuch Claim; provided, demand, suit, or proceeding as a result of, and/or for amounts paid by You under a court-approved settlement of, a Claim Against You; provided that You (a) promptly give Us written notice of the Claim Against You upon Your obtaining knowledge of the Claim; (b) give Us sole control of the defense defence and settlement of the Claim Against You (provided that We may not settle any Claim Against You without your express written consent unless the settlement unconditionally releases You of all liability and does You may not impose make any obligations admissions or require any affirmative action on Your partsettlements without Our prior written consent); and (c) provide to Us all reasonable assistance, at Our expense; and (d) provided that such infringement or misappropriation of any third party's intellectual property rights is not resulting from: (i) Your or Your Users misuse of the Services or the Site; (ii) Your use of the Services together with a Third Party Application or integration; or (iii) from non-compliance by You or Your Users of the terms and conditions contained herein. In the event of a Claim Against against You, or if We reasonably believe the Infrastructure Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Infrastructure Services so that they no longer infringe or misappropriate, without breaching Our warranties under “Section 9.1 (Our Warranties” ) above, (ii) obtain a license for Your continued use of the Infrastructure Services in accordance with this Agreement, or (iii) terminate Your Customer User subscriptions for such Infrastructure Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such Customer User subscriptions after the effective date of termination.

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

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

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

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

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