Common use of Indemnification Infringement Clause in Contracts

Indemnification Infringement. Each of us (each, an “Indemnifying Party”) will indemnify, defend and hold harmless the other (the “Indemnified Party”) from and against any and all damages, liabilities, costs and expense (including reasonable attorneys’ fees) resulting from any claim, demand, judgment, or proceeding (collectively, “Claims”) brought by a third party either arising out of or relating to (a) a material breach by the Indemnifying Party of this Agreement, or (b) content (including, software) the Indemnifying Party authorizes or provides for use on the Site. (Because you are solely responsible for Your Content, and we are solely responsible for the software and Services we provide, we require that indemnity obligations be mutual in order to appropriately allocate the risk between the parties.) The Indemnified Party will promptly notify the Indemnifying Party of any Claim for which it seeks indemnification, provided that failure or delay in providing such notice will not relieve Indemnifying Party of any obligation to indemnify and defend the Indemnified Party, except to the extent that the failure or delay prejudices the defense of any such Claim. Xxxxxxxxx’s indemnification obligations above include our agreement to indemnify, defend and hold you harmless from third-party Claims arising from allegations that the Services we provide, as used by you within the scope of this Agreement, infringe the intellectual property rights of any third party. In addition, if any part of the Services are held, or, in our sole opinion, may be held, to constitute an infringement, we, at our option and expense, may either (i) modify the Services so they become non-infringing, or (ii) replace the Services with functionally equivalent, non- infringing services reasonably acceptable to you. If neither of these options is commercially practicable, we will discontinue the Services and provide you a pro-rata refund of applicable fees. (For the purposes of this section, “infringement” includes misappropriation of trade secrets.) This Section 11 (including indemnification obligations) states the parties’ entire liability and obligation, and exclusive remedies, with respect to any alleged or actual infringement of a third party’s trademarks, patents, trade secrets, copyrights, or other similar intellectual property rights by or relating to the Services.

Indemnification Infringement. Each To the extent permitted by law, each of us (each, an “Indemnifying Party”) will indemnify, defend and hold harmless the other (the “Indemnified Party”) from and against any and all damages, liabilities, costs and expense (including reasonable attorneys’ fees) resulting from any claim, demand, judgment, or proceeding (collectively, “Claims”) brought by a third party either arising out of or relating to (a) a material breach by the Indemnifying Party of this Agreement, or (b) content (including, software) the Indemnifying Party authorizes or provides for use on the SitePlatform. (Because you are solely responsible for Your Content, and we are solely responsible for the software and Services we provide, we require that these indemnity obligations be mutual in order to appropriately allocate the risk between the parties.) The Indemnified Party will promptly notify the Indemnifying Party of any Claim for which it seeks indemnification, provided that failure or delay in providing such notice will not relieve the Indemnifying Party of any obligation to indemnify and defend the Indemnified Party, except to the extent that the failure or delay prejudices the defense of any such Claim. Xxxxxxxxx’s indemnification obligations above include our agreement to indemnify, defend and hold you harmless from third-third party Claims arising from allegations that the Services we provide, as used by you within the scope of this Agreement, infringe the intellectual property rights of any third party. In addition, if any part of the Services are held, or, in our sole opinion, may be held, to constitute such an infringement, we, at our option and expense, may either (i) modify the Services so they become non-infringing, or (ii) replace the Services with functionally equivalent, non- infringing services reasonably acceptable to you. If neither of these options is commercially practicable, we will discontinue the Services and provide you a refund of applicable prepaid fees for the unused portion of the discontinued Services (on a pro-rata refund of applicable feesbasis for Subscription Services). (For the purposes of this section, “infringement” includes misappropriation of trade secrets.) This Section 11 (including indemnification obligations) states the parties’ entire liability and obligation, and exclusive remedies, with respect to any alleged or actual infringement of a third party’s trademarks, patents, trade secrets, copyrights, or other similar intellectual property rights by or relating to the Platform or Services.

Indemnification Infringement. Each To the extent permitted by law, each of us (each, an “Indemnifying Party”) will indemnify, defend and hold harmless the other (the “Indemnified Party”) from and against any and all damages, liabilities, costs and expense (including reasonable attorneys’ fees) resulting from any claim, demand, judgment, or proceeding (collectively, “Claims”) brought by a third party either arising out of or relating to (a) a material breach by the Indemnifying Party of this Agreement, or (b) content (including, software) the Indemnifying Party authorizes or provides for use on the SitePlatform. (Because you are solely responsible for Your Content, and we are solely responsible for the software and Services we provide, we require that these indemnity obligations be mutual in order to appropriately allocate the risk between the parties.) The Indemnified Party will promptly notify the Indemnifying Party of any Claim for which it seeks indemnification, provided that failure or delay in providing such notice will not relieve the Indemnifying Party of any obligation to indemnify and defend the Indemnified Party, except to the extent that the failure or delay prejudices the defense of any such Claim. Xxxxxxxxx’s indemnification obligations above include our agreement to indemnify, defend and hold you harmless from third-third party Claims arising from allegations that the Services we provide, as used by you within the scope of this Agreement, infringe the intellectual property rights of any third party. In addition, if any part of the Services are held, or, in our sole opinion, may be held, to constitute such an infringement, we, at our option and expense, may either (i) modify the Services so they become non-infringing, or (ii) replace the Services with functionally equivalent, non- infringing services reasonably acceptable to you. If neither of these options is commercially practicable, we will discontinue the Services and provide you a refund of applicable prepaid fees for the unused portion of the discontinued Services (on a pro-rata refund of applicable feesbasis for Subscription Services). (For the purposes of this section, “infringement” includes misappropriation of trade secrets.) This Section 11 (including indemnification obligations) states the parties’ entire liability and obligation, and exclusive remedies, with respect to any alleged or actual infringement of a third party’s trademarks, patents, trade secrets, copyrights, or other similar intellectual property rights by or relating to the Services.,

Indemnification Infringement. Each To the extent permitted by law, each of us (each, an “Indemnifying Party”) will indemnify, defend and hold harmless the other (the “Indemnified Party”) from and against any and all damages, liabilities, costs and expense (including reasonable attorneys’ fees) resulting from any claim, demand, judgment, or proceeding (collectively, “Claims”) brought by a third party either arising out of or relating to (a) a material breach by the Indemnifying Party of this Agreement, or (b) content (including, software) the Indemnifying Party authorizes or provides for use on the SitePlatform. (Because you are solely responsible for Your Contentyour content, and we are solely responsible for the software and Services we provide, we require that these indemnity obligations be mutual in order to appropriately allocate the risk between the parties.) The Indemnified Party will promptly notify the Indemnifying Party of any Claim for which it seeks indemnification, provided that failure or delay in providing such notice will not relieve the Indemnifying Party of any obligation to indemnify and defend the Indemnified Party, except to the extent that the failure or delay prejudices the defense of any such Claim. Xxxxxxxxx’s indemnification obligations above include our agreement to indemnify, defend and hold you harmless from third-third party Claims arising from allegations that the Services we provide, as used by you within the scope of this Agreement, infringe the intellectual property rights of any third party. In addition, if any part of the Services are held, or, in our sole opinion, may be held, to constitute such an infringement, we, at our option and expense, may either (i) modify the Services so they become non-infringing, or (ii) replace the Services with functionally equivalent, non- infringing services reasonably acceptable to you. If neither of these options is commercially practicable, we will discontinue the Services and provide you a refund of applicable prepaid fees for the unused portion of the discontinued Services (on a pro-rata refund of applicable feesbasis for Subscription Services). (For the purposes of this section, “infringement” includes misappropriation of trade secrets.) This Section 11 (including indemnification obligations) states the parties’ entire liability and obligation, and exclusive remedies, with respect to any alleged or actual infringement of a third party’s trademarks, patents, trade secrets, copyrights, or other similar intellectual property rights by or relating to the Platform or Services.