Common use of Infringement; Limitation Clause in Contracts

Infringement; Limitation. Acumatica will, at its expense, indemnify and hold you harmless against any claims made by an unaffiliated third party that the Software infringes its patent, copyright, or trademark, or misappropriates its trade secret (“Infringement Claim”); provided: (a) you notify Acumatica, in writing, not later than 20 days after you receive notice of the Infringement Claim, (b) you give Acumatica sole control of the defense and any settlement negotiations, and (c) you cooperate with Acumatica in defending against or settling the Infringement Claim. Acumatica’s obligation of indemnification will not apply to the extent that the Infringement Claim is based on (v) your use of the Software after Acumatica notifies you to discontinue use due to such a claim, (w) your combining the Software with non-Acumatica product, data or business process including third party add-ons or programs, (x) damages attributable to the value of the use of a non-Acumatica product, data or business process, (y) your altering or modifying the Software, including any modifications by third parties, or (z) your use of the Software in violation of this Agreement. You agree to reimburse Acumatica for any costs or damages that result from these actions.

Infringement; Limitation. Acumatica will, at its expense, indemnify and hold you harmless against any claims made by an unaffiliated third party that the Software infringes its patent, copyright, or trademark, or misappropriates its trade secret (“Infringement Claim”); provided: (a) you notify Acumatica, in writing, not later than 20 days after you receive notice of the Infringement Claim, (b) you give Acumatica sole control of the defense and any settlement negotiations, and (c) you cooperate with Acumatica in defending against or settling the Infringement Claim. Acumatica’s obligation of indemnification will not apply to the extent that the Infringement Claim is based on (v) your use of the Software after Acumatica notifies you to discontinue use due to such a claim, (w) your combining the Software with non-Acumatica product, data or business process including third party add-ons or programs, (x) damages attributable to the value of the use of a non-Acumatica product, data or business process, (y) your altering or modifying the Software, including any modifications by third parties, or (z) your use of the Software in violation of this Agreement. You agree to reimburse Acumatica for any costs or damages that result from these actions.