Common use of Indemnification by Us Clause in Contracts

Indemnification by Us. (a) We will, at Our expense, defend You from or settle any claim, proceeding, or suit brought by a third party against You alleging that Your use of the Platform in accordance with this Agreement infringes or misappropriates any patent claim, copyright, trade secret, trademark, or other intellectual property right ("Infringement Claim"). (b) We will indemnify You from and pay all damages, costs, and attorneys’ fees finally awarded against You in any Infringement Claim (or the amount that We agree to pay to any third party to settle any Infringement Claim) with respect to this Infringement Claim. (c) We have no obligation for Infringement Claim to the extent that it arises out of or is based upon (i) use of the Platform in combination with other products or services, (ii) any aspect of the Platform configured specifically for You to comply with designs, requirements, or specifications required by or provided by or on Your behalf (including any business application built upon the Platform), or (iii) use of the Platform outside the scope of the rights granted in this Agreement. (d) In the event an Infringement Claim is made or likely to be made, We may, at Our sole option and expense: (i) procure for You a license to continue using the Platform, (ii) modify the Service so that it becomes non-infringing but is substantially functionally equivalent, or (iii) if the foregoing are not commercially feasible in Our sole judgment, then terminate Your license right to use and access to the Platform and refund any prepaid, unused Platform Subscription Fees as of the date of termination (prorata temporis).

Indemnification by Us. (a) We will, at Our expense, defend You from or settle any claim, proceeding, or suit brought by a third party against You alleging that Your use of the Platform in accordance with this Agreement infringes or misappropriates any patent claim, copyright, trade secret, trademark, or other intellectual property right ("Infringement Claim"). (b) We will indemnify You from and pay all damages, costs, and attorneys’ fees finally awarded against You in any Infringement Claim (or the amount that We agree to pay to any third party to settle any Infringement Claim) with respect to this Infringement Claim. (c) We have no obligation for Infringement Claim to the extent that it arises out of or is based upon (i) use of the Platform in combination with other products or services, (ii) any aspect of the Platform configured specifically for You to comply with designs, requirements, or specifications required by or provided by or on Your behalf (including any business application built upon the Platform), or (iii) use of the Platform outside the scope of the rights granted in this Agreement. (d) In the event an Infringement Claim is made or likely to be made, We may, at Our sole option and expense: (i) procure for You a license to continue using the Platform, (ii) modify the Service so that it becomes non-infringing but is substantially functionally equivalent, or (iii) if the foregoing are not commercially feasible in Our sole judgment, then terminate Your license right to use and access to the Platform and refund any prepaid, unused Platform Subscription Fees as of the date of termination (( prorata temporis).

Indemnification by Us. (a) We will, shall defend or settle at Our expense, defend You from or settle expense any claim, proceeding, or suit brought by a 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 damages and costs awarded against You or agreed in settlement by Us (including reasonable attorneys’ fees) resulting from such claim, provided that You immediately notify Us of such claim, allow Us to control the defense, litigation or settlement of such claim, and cooperate with Us in the investigation, defense, and/or settlement of such claim. The foregoing indemnification obligation excludes any obligation with respect to any component of this Software that is Publicly Available Software, as defined below. If any infringement claim with respect to Your use of this Software may be or has been asserted, We shall, at Our option and expense, (a) procure the Platform in accordance with right to continue using this Agreement infringes or misappropriates any patent claim, copyright, trade secret, trademarkSoftware, or other intellectual property right ("Infringement Claim"). (b) replace or modify this Software to eliminate the infringement while providing functionally equivalent performance. If neither (a) or (b) above are reasonably feasible as determined in Our sole discretion, We will indemnify may terminate Your license for this Software and refund to You from and pay all damages, costs, and attorneys’ the pro-rata amount of any prepaid fees finally awarded against You in any Infringement Claim (or for the amount that We agree to pay to any third party to settle any Infringement Claim) with respect to remaining then-current term for this Infringement Claim. (c) Software. We have no indemnity obligation for Infringement Claim to You to the extent that it arises out of any infringement or is based upon misappropriation claim results from (i) use a correction or modification to this Software not provided by or on behalf of the Platform in combination with other products or servicesUs, (ii) any aspect of the Platform configured specifically for You to comply with designs, requirements, or specifications required by or materials provided by You in connection with requested customizations or on Your behalf (including any business application built upon the Platform)modifications of this Software, or (iii) use use, combination, or incorporation of this Software, or improvements thereto, with products or services not provided by Us. You acknowledge that the Platform outside the scope of the rights granted indemnification in this Agreement. (d) In the event an Infringement Claim is made or likely to be made, We may, at section states Your exclusive remedy and Our sole option and expense: (i) procure for You a license to continue using the Platform, (ii) modify the Service so that it becomes non-infringing but is substantially functionally equivalent, or (iii) if the foregoing are not commercially feasible liability in Our sole judgment, then terminate Your license right to use and access to the Platform and refund connection with any prepaid, unused Platform Subscription Fees as claim of the date of termination (prorata temporis)infringement.