Common use of Infringement Claims Clause in Contracts

Infringement Claims. ANYCHART will indemnify and hold you harmless and will defend or settle any claim, suit or proceeding brought against you that is based upon a claim that the content contained in the Software infringes a copyright or violates an intellectual or proprietary right protected by United States or European Union law (“Claim”), but only to the extent the Claim arises directly out of the use of the Software. You must notify ANYCHART in writing of any Claim within ten (10) business days after you first receive notice of the Claim, and you shall provide to ANYCHART at no cost with such assistance and cooperation as ANYCHART may reasonably request from time to time in connection with the defense of the Claim. ANYCHART shall have sole control over any Claim (including, without limitation, the selection of counsel and the right to settle on your behalf on any terms ANYCHART deems desirable in the sole exercise of its discretion). You may, at your sole cost, retain separate counsel and participate in the defense or settlement negotiations. ANYCHART shall pay actual damages and costs awarded against you (or payable by you pursuant to a settlement agreement) in connection with a Claim to the extent such damages and costs are not reimbursed to you by insurance or a third party, to an aggregate maximum of US$1,000. If the Software or its use becomes the subject of a Claim or its use is enjoined, or if in the opinion of ANYCHART’s legal counsel the Software is likely to become the subject of a Claim, ANYCHART shall attempt to resolve the Claim by using commercially reasonable efforts to modify the Software or obtain a license to continue using the Software. If in the opinion of ANYCHART’s legal counsel the Claim, the injunction or potential Claim cannot be resolved through reasonable modification or licensing, ANYCHART, at its own election, may terminate this Agreement without penalty, and will refund to you on a pro rata basis any fees paid in advance by you to ANYCHART. THE FOREGOING CONSTITUTES ANYCHART’S SOLE AND EXCLUSIVE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT.

Infringement Claims. ANYCHART Software FX will indemnify and hold you harmless and will defend or settle any claim, suit or proceeding brought against you by a third party that is based upon a claim that the content contained in the Software infringes a copyright or violates an intellectual or proprietary right protected by United States or European Union law (“Claim”), but only to the extent the Claim arises directly out of the use of the SoftwareSoftware and subject to the limitations set forth in Section 5 of this Agreement except as otherwise expressly provided. You must notify ANYCHART Software FX in writing of any Claim within ten (10) business days after you first receive notice of the Claim, and you shall provide to ANYCHART Software FX at no cost with such assistance and cooperation as ANYCHART Software FX may reasonably request from time to time in connection with the defense of the Claim. ANYCHART Software FX shall have sole control over any Claim (including, without limitation, the selection of counsel and the right to settle on your behalf on any terms ANYCHART Software FX deems desirable in the sole exercise of its discretion). You may, at your sole cost, retain separate counsel and participate in the defense or settlement negotiations. ANYCHART Software FX shall pay actual damages damages, costs, and costs attorney fees awarded against you (or payable by you pursuant to a settlement agreement) in connection with a Claim to the extent such direct damages and costs are not reimbursed to you by insurance or a third party, to an aggregate maximum equal to the purchase price of US$1,000the Software. If the Software or its use becomes the subject of a Claim or its use is enjoined, or if in the opinion of ANYCHARTSoftware FX’s legal counsel the Software is likely to become the subject of a Claim, ANYCHART Software FX shall attempt to resolve the Claim by using commercially reasonable efforts to modify the Software or obtain a license to continue using the Software. If in the opinion of ANYCHARTSoftware FX’s legal counsel the Claim, the injunction or potential Claim cannot be resolved through reasonable modification or licensing, ANYCHARTSoftware FX, at its own election, may terminate this Software License Agreement without penalty, and will refund to you on a pro rata basis any fees paid in advance by you to ANYCHARTSoftware FX. THE FOREGOING CONSTITUTES ANYCHARTSOFTWARE FX’S SOLE AND EXCLUSIVE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT. This indemnity does not apply to infringements that would not be such, except for customer- supplied elements.

Infringement Claims. ANYCHART ISC will indemnify and hold you harmless and will defend or settle any claim, suit or proceeding brought against you that is based upon a claim that the content contained in the Software infringes a copyright or a patent or violates an intellectual or proprietary right protected by United States or European Union law (“Claim”), but only to the extent the Claim arises directly out of the use of the Software. You must notify ANYCHART ISC in writing of any Claim within ten (10) business days after you first receive notice of the Claim, and you shall provide to ANYCHART ISC at no cost with such assistance and cooperation as ANYCHART ISC may reasonably request from time to time in connection with the defense of the Claim. ANYCHART ISC shall have sole control over any Claim (including, without limitation, the selection of counsel and the right to settle on your behalf on any terms ANYCHART ISC deems desirable in the sole exercise of its discretion). You may, at your sole cost, retain separate counsel and participate in the defense or settlement negotiations. ANYCHART ISC shall pay actual damages and costs awarded against you (or payable by you pursuant to a settlement agreement) in connection with a Claim to the extent such damages and costs are not reimbursed to you by insurance or a third party, . Actual damages and costs are limited to an aggregate maximum of US$1,000the amount actually paid by You for the Software on this Order. If the Software or its use becomes the subject of a Claim or its use is enjoined, or if in the opinion of ANYCHARTISC’s legal counsel the Software is likely to become the subject of a Claim, ANYCHART ISC shall attempt to resolve the Claim by using commercially reasonable efforts to modify the Software or obtain a license to continue using the Software. If in the opinion of ANYCHARTISC’s legal counsel the Claim, the injunction or potential Claim cannot be resolved through reasonable modification or licensing, ANYCHARTISC, at its own election, may terminate this Agreement without penalty, and will refund to you on a pro rata basis any fees paid in advance by you to ANYCHARTISC. THE FOREGOING CONSTITUTES ANYCHARTISC’S SOLE AND EXCLUSIVE LIABILITY FOR INTELLECTUAL PROPERTY AND PATENT INFRINGEMENT.

Infringement Claims. ANYCHART will Vendor shall defend, indemnify and hold you harmless BTE from and will defend against any and all claims, suits, liabilities, expenses, attorney’s fees or damages (collectively “Claims”) for any alleged or actual infringement or violation of any third party’s copyright, patent, trade secret, trademark or other intellectual property right arising in connection with this Agreement and any act or omission hereunder. Vendor’s obligations hereunder are conditioned upon: (i) BTE giving Vendor prompt written notice of all Claims; (ii) Vendor being given full authority to assume the sole defense thereof through its own counsel and to compromise or settle any claim, suit or proceeding brought against you that is based upon a claim that the content contained in the Software infringes a copyright or violates an intellectual or proprietary right protected by United States or European Union law (“Claim”), but only suits so far as this may be done without prejudice to the extent the Claim arises directly out right of BTE to continue the use of the Software. You must notify ANYCHART in writing of any Claim within ten alleged infringing system, method, apparatus, proprietary information, work or xxxx; and (10iii) business days after you first receive notice of the Claim, and you shall provide BTE cooperating fully with Vendor to ANYCHART at no cost with such assistance and cooperation as ANYCHART may reasonably request from time to time in connection with the defense of the Claim. ANYCHART shall have sole control over any Claim (including, without limitation, the selection of counsel and the right to settle on your behalf on any terms ANYCHART deems desirable in the sole exercise of its discretion). You may, at your sole cost, retain separate counsel and participate in the facilitate defense or settlement negotiationsof such Claim. ANYCHART shall pay actual damages In any such suit, if the use of the alleged infringing intellectual property is held to constitute an infringement and costs awarded against you (or payable by you pursuant to a settlement agreement) in connection with a Claim to the extent such damages and costs are not reimbursed to you by insurance or a third party, to an aggregate maximum of US$1,000. If the Software or its use becomes the subject of a Claim or its use is enjoined, or if in light of any Claim Vendor deems it advisable to do so and can do so without, in BTE’s reasonable opinion, impairing or adversely affecting the opinion Equipment or BTE’s use thereof, Vendor may at Vendor’s sole option and expense: (i) procure the right to continue the use of ANYCHARTthe same for BTE; or (ii) replace or modify the same to be free of the infringement claim. Any settlement of any such Claim that imposes any liability or limitation on BTE shall not be entered into without the prior written consent of BTE. Should BTE enter into settlement of any such Claim without Vendor as a signatory to the settlement and Vendor is not in breach of its obligations, BTE waives any claims that it may have to Vendor for contribution to the settlement and/or defense costs. Section 10.1 states Buyer’s legal counsel sole and exclusive remedy in the Software is likely to become event that Equipment infringes on the subject intellectual property right of any third party. In the event the award or settlement of a Claim is based partially on an indemnified Claim described above and partially on a non-indemnified Claim, ANYCHART shall attempt any payments and reasonable attorney fees incurred in connection with such Claims are to resolve be apportioned between the Claim by using commercially reasonable efforts Parties in accordance with the degree of cause attributable to modify the Software or obtain a license to continue using the Software. If each Party; however, nothing in the opinion of ANYCHARTforegoing shall reduce or limit Vendor’s legal counsel the Claim, the injunction or potential Claim cannot be resolved through reasonable modification or licensing, ANYCHART, at its own election, may terminate this Agreement without penalty, and will refund duty to you on a pro rata basis any fees paid in advance by you to ANYCHART. THE FOREGOING CONSTITUTES ANYCHART’S SOLE AND EXCLUSIVE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENTdefend BTE against alleged infringement Claims.

Infringement Claims. ANYCHART Software FX will indemnify and hold you harmless and will defend or settle any claim, suit or proceeding brought against you by a third party that is based upon a claim that the content contained in the Software VTC infringes a copyright or violates an intellectual or proprietary right protected by United States or European Union law (“"Claim”"), but only to the extent the Claim arises directly out of the use of the SoftwareVTC and subject to the limitations set forth in Section 5 of this Agreement except as otherwise expressly provided. You must notify ANYCHART Software FX in writing of any Claim within ten (10) business days after you first receive notice of the Claim, and you shall provide to ANYCHART Software FX at no cost with such assistance and cooperation as ANYCHART Software FX may reasonably request from time to time in connection with the defense of the Claim. ANYCHART Software FX shall have sole control over any Claim (including, without limitation, the selection of counsel and the right to settle on your behalf on any terms ANYCHART Software FX deems desirable in the sole exercise of its discretion). You may, at your sole cost, retain separate counsel and participate in the defense or settlement negotiations. ANYCHART Software FX shall pay actual damages damages, costs, and costs attorney fees awarded against you (or payable by you pursuant to a settlement agreement) in connection with a Claim to the extent such direct damages and costs are not reimbursed to you by insurance or a third party, to an aggregate maximum equal to the purchase price of US$1,000the product. If the Software VTC or its use becomes the subject of a Claim or its use is enjoined, or if in the opinion of ANYCHART’s Software FX's legal counsel the Software VTC is likely to become the subject of a Claim, ANYCHART Software FX shall attempt to resolve the Claim by using commercially reasonable efforts to modify the Software VTC or obtain a license to continue using the Softwareproduct. If in the opinion of ANYCHART’s Software FX's legal counsel the Claim, the injunction or potential Claim cannot be resolved through reasonable modification or licensing, ANYCHARTSoftware FX, at its own election, may terminate this License Agreement without penalty, and will refund to you on a pro rata basis any fees paid in advance by you to ANYCHARTSoftware FX. THE FOREGOING CONSTITUTES ANYCHART’S SOFTWARE FX'S SOLE AND EXCLUSIVE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT. This indemnity does not apply to infringements that would not be such, except for customer-supplied elements.