Common use of Indemnification by Us Clause in Contracts

Indemnification by Us. We will defend you against any third-party claim that the Services, Software or Support infringe any third-party IPR and will indemnify you for amounts awarded against you in judgment or paid in settlement of such a claim. You must provide prompt notice of a claim and co-operate with Our defence or settlement of it. You must not make any admission or statement in relation to it or attempt to settle it. We will have sole authority to defend and/or settle it. You must mitigate any losses or costs that you do, or may otherwise, incur. In defence or settlement of such a claim We may at Our expense and discretion: (a) obtain the right for you to continue using the infringing or allegedly infringing material; (b) replace or modify the Services, Software or Support so it or they no longer infringe; or (c) terminate this MSA through notice to you and refund any Fees paid in advance for the unused remainder of your current Subscription Period. You will co-operate with Us in relation to the option We take. We will not be liable to you under this Section to the extent that an alleged infringement is based on: a modification of the Services, Software or Support other than by Us; the combination of any of them with a third-party product, or data or software not expressly authorized by Us; your breach of this MSA; or, an issue that could have been resolved if you had updated or upgraded to a later version of the Services, Software or Support as set out in this MSA. This Section sets out your sole and exclusive right and remedy (and Our entire obligation and liability) for claims that the Services, Software, and/or Support infringes, misappropriates, or otherwise violates IPRs or other proprietary rights of a third-party.

Indemnification by Us. We will defend you against any third-party claim that the Services, Software or Support infringe any third-party IPR and will indemnify you for amounts awarded against you in judgment or paid in settlement of such a claim. You must provide prompt notice ; provided that: (i) you comply with the terms of this Section 13.1; (ii) the claim does not arise from your intentional tortious act or negligence; and, (iii) you have not compromised or settled such a claim and cothird-operate with Our defence or settlement of it. You must not make any admission or statement in relation to it or attempt to settle it. We will have sole authority to defend and/or settle it. You must mitigate any losses or costs that you do, or may otherwise, incurparty claim. In defence or settlement of such a claim We may at Our expense and discretion: (a) obtain the right for you to continue using the infringing or allegedly infringing material; (b) replace or modify the Services, Software or Support so it or they no longer infringe; or (c) terminate this MSA through notice to you and refund any Fees paid in advance for the unused remainder of your current Subscription Period. You will co-operate with Us in relation to the option We take. We will not be liable to you under this Section to the extent that an alleged infringement is based on: a modification of the Services, Software or Support other than by Us; the combination of any of them with a third-third- party product, or data or software not expressly authorized by Ussoftware; your breach of this MSA; or, an issue that could have been resolved if you had updated or upgraded to a later version of the Services, Software or Support as set out in this MSASupport. This Section sets out your sole and exclusive right and remedy (and Our entire obligation and liability) for claims that the Services, Software, and/or Support infringesinfringe, misappropriatesmisappropriate, or otherwise violates violate IPRs or other proprietary rights of a third-party.

Indemnification by Us. We will defend you against any third-party claim that the Services, Software or Support infringe any third-party IPR and will indemnify you for amounts awarded against you in judgment or paid in settlement of such a claim; provided that: (i) you comply with the terms of this Section 13.1; (ii) the claim does not arise from your intentional tortious act or negligence; and, (iii) you have not compromised or settled such a third-party claim. You must provide prompt notice of a claim and co-operate with Our defence or settlement of itit at Our cost. You must not make any admission or statement in relation to it or attempt to settle it. We will have sole authority to defend control the defence and/or settle itsettlement of such a claim. You must mitigate any losses or costs that you do, or may otherwise, incur. In defence or settlement of such a claim We may at Our expense and discretion: (a) obtain the right for you to continue using the infringing or allegedly infringing material; (b) replace or modify the Services, Software or Support so it or they no longer infringe; or (c) terminate this MSA through notice to you and refund any Fees paid in advance for the unused remainder of your current Subscription Period. You will co-operate with Us in relation to the option We take. We will not be liable to you under this Section to the extent that an alleged infringement is based on: a modification of the Services, Software or Support other than by Us; the combination of any of them with a third-third- party product, or data or software not expressly authorized by Us; your breach of this MSA; or, an issue that could have been resolved if you had updated or upgraded to a later version of the Services, Software or Support as set out in this MSA. This Section sets out your sole and exclusive right and remedy (and Our entire obligation and liability) for claims that the Services, Software, and/or Support infringesinfringe, misappropriatesmisappropriate, or otherwise violates violate IPRs or other proprietary rights of a third-party.

Indemnification by Us. We will defend you against any third-party claim that the Services, Software or Support infringe any third-party IPR and will indemnify you for amounts awarded against you in judgment or paid in settlement of such a claim. You must provide prompt notice of a claim and co-operate with Our defence or settlement of it. You must not make any admission or statement in relation to it or attempt to settle it. We will have sole authority to defend and/or settle it. You must mitigate any losses or costs that you do, or may otherwise, incur. In defence or settlement of such a claim We may at Our expense and discretion: (a) obtain the right for you to continue using the infringing or allegedly infringing material; (b) replace or modify the Services, Software or Support so it or they no longer infringe; or (c) terminate this MSA through notice to you and refund any Fees fees paid in advance for the unused remainder of your current Subscription Period. You will co-operate with Us in relation to the option We take. We will not be liable to you under this Section to the extent that an alleged infringement is based on: a modification of the Services, Software or Support other than by Us; the combination of any of them with a third-party product, or data or software not expressly authorized by Us; your breach of this MSA; or, an issue that could have been resolved if you had updated or upgraded to a later version of the Services, Software or Support as set out in this MSA. This Section sets out your sole and exclusive right and remedy (and Our entire obligation and liability) for claims that the Services, Software, and/or Support infringes, misappropriates, or otherwise violates IPRs or other proprietary rights of a third-party.

Indemnification by Us. We will shall defend you or settle at Our expense any third party claim brought against You alleging that this Software, when used as authorized under this Agreement, infringes such third-party’s copyright, patent or trademark and We shall indemnify and hold You harmless from and against any third-party claim that the Services, Software or Support infringe any third-party IPR damages and will indemnify you for amounts costs awarded against you in judgment You or paid agreed in settlement by Us (including reasonable attorneys’ fees) resulting from such claim, provided that You immediately notify Us of such a claim. You must provide prompt notice of a claim and co-operate with Our defence or settlement of it. You must not make any admission or statement in relation , allow Us to it or attempt to settle it. We will have sole authority to defend and/or settle it. You must mitigate any losses or costs that you docontrol the defense, or may otherwise, incur. In defence litigation or settlement of such a claim, and cooperate with Us in the investigation, defense, and/or settlement of such claim. If any infringement claim with respect to Your use of this Software may be or has been asserted, We may shall, at Our expense option and discretion: expense, (a) obtain procure the right for you to continue using the infringing this Software, or allegedly infringing material; (b) replace or modify this Software to eliminate the Services, Software or Support so it or they no longer infringe; infringement while providing functionally equivalent performance. If neither (a) or (cb) above are reasonably feasible as determined in Our sole discretion, We may terminate Your license for this MSA through notice to you Software and refund to You the pro-rata amount of any Fees paid in advance prepaid fees for the unused remainder of your remaining then-current Subscription Period. You will co-operate with Us in relation to the option We taketerm for this Software. We will not be liable have no indemnity obligation to you under this Section You to the extent that an alleged any infringement is based on: or misappropriation claim results from (i) a correction or modification to this Software not provided by or on behalf of the ServicesUs, Software (ii) materials provided by You in connection with requested customizations or Support other than modifications of this Software, or (iii) use, combination, or incorporation of this Software, or improvements thereto, with products or services not provided by Us; . You acknowledge that the combination of any of them with a third-party product, or data or software not expressly authorized by Us; your breach of this MSA; or, an issue that could have been resolved if you had updated or upgraded to a later version of the Services, Software or Support as set out indemnification in this MSA. This Section sets out your sole and section states Your exclusive right and remedy (and Our entire obligation and liability) for claims that the Services, Software, and/or Support infringes, misappropriates, or otherwise violates IPRs or other proprietary rights sole liability in connection with any claim of a third-partyinfringement.

Indemnification by Us. We will defend you against any third-party claim that the Services, Services and/or Software or Support infringe any third-party IPR and will indemnify you for amounts awarded against you in judgment or paid in settlement of such a claim. You must provide prompt notice ; provided: (i) you comply with the terms of a this Sections 12.1 and 12.3; (ii) the claim and co-operate with Our defence does not arise from your intentional tortious act or settlement of it. You must negligence; and, (iii) you have not make any admission compromised or statement in relation to it or attempt to settle it. We will have sole authority to defend and/or settle it. You must mitigate any losses or costs that you do, or may otherwise, incursettled the claim. In defence or settlement of such a claim We may at Our expense and discretion: (a) obtain the right for you to continue using the infringing or allegedly infringing material; (b) replace or modify the Services, Services and/or Software or Support so it or they no longer infringe; or (c) terminate this MSA through notice to you and refund any Fees paid in advance for which relate to the unused remainder period after the effective date of your current Subscription Periodtermination. You will co-operate with Us in relation to the option We take. We will not be liable to you under this Section to the extent that an alleged infringement a claim is based on: a modification of the Services, Services or Software or Support other than by Us; the combination of any of them with a third-party product, or data or software not expressly authorized by Ussoftware; your breach of this MSA; or, an issue that could have been resolved if you had updated or upgraded to a later version of the ServicesSoftware; or, Software or Support as set out claims of infringement of IPR in this MSAwhich you have an interest. This Section sets out your sole and exclusive right and remedy (and Our entire obligation and liability) for claims that the Services, Software, and/or Support infringesinfringe, misappropriatesmisappropriate, or otherwise violates violate IPRs or other proprietary rights of a third-party.

Indemnification by Us. We will defend you against any third-party claim that the Services, Software or Support infringe any third-party IPR and will indemnify you for amounts awarded against you in judgment or paid in settlement of such a claim; provided that you comply with the terms of this Section 13.1. You must provide prompt notice of a claim and co-operate with Our defence or settlement of it. You must not make any admission or statement in relation to it or attempt to settle it. We will have sole authority to defend control the defence and/or settle itsettlement of such a claim. You must mitigate any losses or costs that you do, or may otherwise, incur. In defence or settlement of such a claim We may at Our expense and discretion: (a) obtain the right for you to continue using the infringing or allegedly infringing material; (b) replace or modify the Services, Software or Support so it or they no longer infringe; or (c) terminate this MSA through notice to you and refund any Fees paid in advance for the unused remainder of your current Subscription Period. You will co-operate with Us in relation to the option We take. We will not be liable to you under this Section to the extent that an alleged infringement is based on: a modification of the Services, Software or Support other than by Us; the combination of any of them with a third-third- party product, or data or software not expressly authorized by Us; your breach of this MSA; or, an issue that could have been resolved if you had updated or upgraded to a later version of the Services, Software or Support as set out in this MSA. This Section sets out your sole and exclusive right and remedy (and Our entire obligation and liability) for claims that the Services, Software, and/or Support infringes, misappropriates, or otherwise violates IPRs or other proprietary rights of a third-party.

Indemnification by Us. We will defend you against any third-party claim that the Services, Services and/or Software or Support infringe any third-party IPR and will indemnify you for amounts awarded against you in judgment or paid in settlement of such a claim. You must provide prompt notice ; provided: (i) you comply with the terms of a this Sections 10.1 and 10.3; (ii) the claim and co-operate with Our defence does not arise from your intentional tortious act or settlement of it. You must negligence; and, (iii) you have not make any admission compromised or statement in relation to it or attempt to settle it. We will have sole authority to defend and/or settle it. You must mitigate any losses or costs that you do, or may otherwise, incursettled the claim. In defence or settlement of such a claim We may at Our expense and discretion: (a) obtain the right for you to continue using the infringing or allegedly infringing material; (b) replace or modify the Services, Services and/or Software or Support so it or they no longer infringe; or (c) terminate this MSA XXXX through notice to you and refund any refund, via the Reseller, Fees paid in advance for which relate to the unused remainder period after the effective date of your current Subscription Periodtermination. You will co-operate with Us in relation to the option We take. We will not be liable to you under this Section to the extent that an alleged infringement a claim is based on: a modification of the Services, Services or Software or Support other than by Us; the combination of any of them with a third-third- party product, or data or software not expressly authorized by Ussoftware; your breach of this MSAXXXX; or, an issue that could have been resolved if you had updated or upgraded to a later version of the ServicesSoftware; or, Software or Support as set out claims of infringement of IPR in this MSAwhich you have an interest. This Section sets out your sole and exclusive right and remedy (and Our entire obligation and liability) for claims that the Services, Software, and/or Support infringesinfringe, misappropriatesmisappropriate, or otherwise violates violate IPRs or other proprietary rights of a third-party.