Common use of INDEMNITY BY US Clause in Contracts

INDEMNITY BY US. 14.1. If any third party claims that your use of Proprietary Online Systems in accordance with this Annex 1 infringes its IP Rights (an “IP Claim”), and you: 14.1.1. notify us promptly of any actual, or threatened IP Claim; 14.1.2. do not make any admission of liability; 14.1.3. assist us in responding to the IP Claim; and 14.1.4. allow us to control all discussions and all litigation relating to the IP Claim, then we will indemnify you against damages finally awarded against you and reasonable legal expenses incurred by you in dealing with the IP Claim except to the extent that the IP Claim arises as a result of (a) the combination by you or your agents of any of Online Systems with other technology if such claim would have been avoided absent such combination, or (b) modification by you or your agents of Online Systems. 14.2. This Section 14 states our entire obligation and your sole remedy regarding intellectual property infringements.

Appears in 2 contracts

Samples: Standard Terms of Business, Standard Terms of Business

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INDEMNITY BY US. 14.115.1. If any third party claims that your use of Proprietary Finalto Online Systems in accordance with this Annex 1 infringes its IP Rights (an “IP Claim”), and you: 14.1.115.1.1. notify Notify us promptly of any actual, or threatened IP Claim; 14.1.215.1.2. do Do not make any admission of liability; 14.1.315.1.3. assist Assist us in responding to the IP Claim; and 14.1.415.1.4. allow Allow us to control all discussions and all litigation relating to the IP Claim, then we will indemnify you against damages finally awarded against you and reasonable legal expenses incurred by you in dealing with the IP Claim except to the extent that the IP Claim arises as a result of (a) the The combination by you or your agents of any of Finalto Online Systems with other technology if such claim would have been avoided absent such combination, or (b) modification Modification by you or your agents of Finalto Online Systems. 14.215.2. This Section 14 15 states our entire obligation and your sole remedy regarding intellectual property infringements.

Appears in 1 contract

Samples: Odp to FSP Liquidity Terms

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INDEMNITY BY US. 14.115.1. If any third party claims that your use of Proprietary Finalto Online Systems in accordance with this Annex 1 infringes its IP Rights (an “IP Claim”), and you: 14.1.115.1.1. notify Notify us promptly of any actual, or threatened IP Claim; 14.1.215.1.2. do Do not make any admission of liability; 14.1.315.1.3. assist Assist us in responding to the IP Claim; and 14.1.415.1.4. allow Allow us to control all discussions and all litigation relating to the IP Claim, then we will indemnify you against damages finally awarded against you and reasonable legal expenses incurred by you in dealing with the IP Claim except to the extent that the IP Claim arises as a result of (a) the combination by you or your agents of any of Finalto Online Systems with other technology if such claim would have been avoided absent such combination, or (b) modification by you or your agents of Finalto Online Systems. 14.215.2. This Section 14 15 states our entire obligation and your sole remedy regarding intellectual property infringements.

Appears in 1 contract

Samples: Terms of Business

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