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; provided that: (i) you comply with the terms of this Sections 13.1 and 13.3; (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. 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 the extent an alleged infringement is based on: a modification of the Services, Software or Support other than by Us; the combination with a third-party product, data or software; your breach of this MSA; an issue that could have been resolved if you had updated or upgraded to a later version of the Services, Software or Support; or, claims of infringement of IPR in which you have an interest or license. 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 infringe, misappropriate, or otherwise violate IPRs or other 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 Sections 13.1 and 13.3; (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. 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 the extent an alleged infringement is based on: a modification of the Services, Software or Support other than by Us; the combination with a third-third- party product, data or software; your breach of this MSA; an issue that could have been resolved if you had updated or upgraded to a later version of the Services, Software or Support; or, claims of infringement of IPR in which you have an interest or license. 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 infringe, misappropriate, or otherwise violate IPRs or other rights of a third-party.