Common use of Intellectual Property Infringement Claims Clause in Contracts

Intellectual Property Infringement Claims. (a) We will, at our sole cost and expense, defend and indemnify or, at our option, settle, any claim, assertion or action brought against Purchaser or Purchaser’s affiliates, successors or assigns to the extent that it is based on a claim (an “Infringement Claim”) that any of our Products which we have supplied to Purchaser directly or through an authorized reseller infringes any copyright, patent, trade secret or trademark of any third party (excluding any of Purchaser’s affiliates) and indemnify Purchaser against damages awarded against Purchaser by a court of competent jurisdiction by final order from which no appeal is taken or after the time for appealing has expired, provided that Purchaser: (i) notify us promptly and within no more than 10 days after Purchaser’s receipt of notice of such claim in writing; and (ii) permit us to defend, compromise or settle the claim or action and provide all available information, assistance and authority to enable us to do so. We shall not be liable to reimburse Purchaser for any compromise or settlement made by Purchaser without our prior written consent, or for any legal fees or expenses incurred by Purchaser in connection with such claim. (b) Should any of our Products or any part thereof become, or in our sole opinion are likely to become, the subject of an Infringement Claim, we may, at our option and expense: (i) procure, at no cost to Purchaser, the right to continue to use such Products which are the subject of the Infringement Claim; (ii) replace or modify the Products or infringing part thereof with non-infringing equivalents, at no cost to Purchaser; or (iii) if none of the foregoing alternatives are reasonably practical in our sole judgement, we may: (A) in the case of software or services, terminate such services or the licenses for such software and refund or issue a credit for any prepaid but unused fees for such software or services, if any; and/or (B) in the case of our devices, require Purchaser to return such devices and refund or issue a credit for the purchase price paid by Purchaser to us for the devices returned, depreciated on a straight-line basis over a 36 month period from the date of purchase. (c) We have no obligation or liability whatsoever in respect of any Infringement Claim that is based on any of the following (collectively, the “Excluded Claims”): (i) in the case of any software, the use of other than the latest release and version of such software; (ii) the use of any Products in breach of this Agreement; (iii) non-Geotab products, software, data or services, (iv) the use, association or combination of any of our Products with, or the incorporation or integration into our Products of, any non-Geotab product, software, service, data, information or other material (including Purchaser’s own) that is not supplied by us or expressly identified by us in our written specifications or documentation as being required for the use and operation of our Products; (v) the use or operation of any of our Products, in any manner or for any purpose other than as expressly specified in our documentation for same; (vi) any modification, alteration, change, enhancement, customization or derivative work of the Products made by anyone other than us or our agents; (vii) changes we make to Products to comply with Purchaser’s instructions or specifications; (viii) any use of data in accordance with this Agreement that is collected through the operation of or generated by our Products; (ix) for insurance purposes, the use of the Products in association with driving, driver or vehicle activity or performance; or (x) any reselling or distribution of our Products. This Section states our entire liability and Purchaser’s sole and exclusive remedies with respect to any Infringement Claim.

Intellectual Property Infringement Claims. (a) We will, at our sole cost and expense, defend and indemnify or, at our option, settle, any claim, assertion or action brought against Purchaser you or Purchaser’s your affiliates, successors or assigns to the extent that it is based on a claim (an “Infringement Claim”) that any of our Products which we have supplied to Purchaser you directly or through an authorized reseller infringes any copyright, patent, trade secret or trademark of any third party (excluding any of Purchaser’s your affiliates) and indemnify Purchaser you against damages awarded against Purchaser you by a court of competent jurisdiction by final order from which no appeal is taken or after the time for appealing has expired, provided that Purchaseryou: (i) notify us promptly and within no more than 10 days after Purchaser’s your receipt of notice of such claim in writing; and (ii) permit us to defend, compromise or settle the claim or action and provide all available information, assistance and authority to enable us to do so. We shall not be liable to reimburse Purchaser you for any compromise or settlement made by Purchaser you without our prior written consent, or for any legal fees or expenses incurred by Purchaser you in connection with such claim. (b) Should any of our Products or any part thereof become, or in our sole opinion are likely to become, the subject of an Infringement Claim, we may, at our option and expense: (i) procure, at no cost to Purchaseryou, the right to continue to use such Products which are the subject of the Infringement Claim; (ii) replace or modify the Products or infringing part thereof with non-infringing equivalents, at no cost to Purchaseryou; or (iii) if none of the foregoing alternatives are reasonably practical in our sole judgement, we may: (A) in the case of software or services, terminate such services or the licenses for such software and refund or issue a credit for any prepaid but unused fees for such software or servicesservices paid to us, if any; and/or (B) in the case of our devices, require Purchaser you to return such devices and refund or issue a credit for the purchase price paid by Purchaser to us for the devices returned, depreciated on a straight-line basis over a 36 month period from the date of purchase. (c) We have no obligation or liability whatsoever in respect of any Infringement Claim that is based on any of the following (collectively, the “Excluded Claims”): (i) in the case of any software, the use of other than the latest release and version of such softwaresoftware resulting from your interference with or disabling of the automatic software update process; (ii) the use of any Products in breach of this Agreement; (iii) non-Geotab products, software, data or services, (iv) the use, association or combination of any of our Products with, or the incorporation or integration into our Products of, any non-Geotab product, software, service, data, information or other material (including Purchaser’s own) that is not supplied by us or expressly identified by us in our written specifications or documentation as being required for the use and operation of our Products; (v) the use or operation of any of our Products, in any manner or for any purpose other than as expressly specified in our documentation for same; (vi) any modification, alteration, change, enhancement, customization or derivative work of the Products made by anyone other than us or our agents; (vii) changes we make to Products to comply with Purchaser’s instructions or specifications; (viii) any use of data in accordance with this Agreement that is collected through the operation of or generated by our Products; (ix) for insurance purposes, the use of the Products in association with driving, driver or vehicle activity or performance; or (x) any reselling or distribution of our Products. This Section states our entire liability and Purchaser’s sole and exclusive remedies with respect to any Infringement Claim.;

Intellectual Property Infringement Claims. (a) We will, at our sole cost and expense, defend and indemnify or, at our option, settle, any claim, assertion or action brought against Purchaser you or Purchaser’s your affiliates, successors or assigns to the extent that it is based on a claim (an “Infringement Claim”) that any of our Products which we have supplied to Purchaser you directly or through an authorized reseller infringes any copyright, patent, trade secret or trademark of any third party (excluding any of Purchaser’s your affiliates) and indemnify Purchaser you against damages awarded against Purchaser you by a court of competent jurisdiction by final order from which no appeal is taken or after the time for appealing has expired, provided that Purchaseryou: (i) notify us promptly and within no more than 10 days after Purchaser’s your receipt of notice of such claim in writing; and (ii) permit us to defend, compromise or settle the claim or action and provide all available information, assistance and authority to enable us to do so. We shall not be liable to reimburse Purchaser you for any compromise or settlement made by Purchaser you without our prior written consent, or for any legal fees or expenses incurred by Purchaser you in connection with such claim. (b) Should any of our Products or any part thereof become, or in our sole opinion are likely to become, the subject of an Infringement Claim, we may, at our option and expense: (i) procure, at no cost to Purchaseryou, the right to continue to use such Products which are the subject of the Infringement Claim; (ii) replace or modify the Products or infringing part thereof with non-infringing equivalents, at no cost to Purchaseryou; or (iii) if none of the foregoing alternatives are reasonably practical in our sole judgement, we may: (A) in the case of software or services, terminate such services or the licenses for such software and refund or issue a credit for any prepaid but unused fees for such software or servicesservices paid to us, if any; and/or (B) in the case of our devices, require Purchaser you to return such devices and refund or issue a credit for the purchase price paid by Purchaser to us for the devices returned, depreciated on a straight-line basis over a 36 month period from the date of purchase. (c) We have no obligation or liability whatsoever in respect of any Infringement Claim that is based on any of the following (collectively, the “Excluded Claims”): (i) in the case of any software, the use of other than the latest release and version of such softwaresoftware resulting from your interference with or disabling of the automatic software update process; (ii) the use of any Products in breach of this Agreement; (iii) non-non- Geotab products, software, data or services, (iv) the use, association or combination of any of our Products with, or the incorporation or integration into our Products of, any non-Geotab product, software, service, data, information or other material (including Purchaser’s your own) that is not supplied by us or expressly identified by us in our written specifications or documentation as being required for the use and operation of our Products; (v) the use or operation of any of our Products, in any manner or for any purpose other than as expressly specified in our documentation for same; (vi) any modification, alteration, change, enhancement, customization or derivative work of the Products made by anyone other than us or our agents; (vii) changes we make to Products to comply with Purchaser’s your instructions or specifications; (viii) any your use or alleged misuse of data in accordance with this Agreement that is collected you collect through the operation of or generated by our Productsproducts; (ix) for user-based vehicle insurance purposes, the use of the Products in association with driving, driver or vehicle activity or performance; or (x) any reselling or distribution of our Products. This Section states our entire liability and Purchaser’s your sole and exclusive remedies with respect to any Infringement Claim.

Intellectual Property Infringement Claims. (a) We will, at our sole cost and expense, defend and indemnify or, at our option, settle, any claim, assertion or action brought against Purchaser or Purchaser’s affiliates, successors or assigns to the extent that it is based on a claim (an “Infringement Claim”) that any of our Products which we have supplied to Purchaser directly or through an authorized reseller infringes any copyright, patent, trade secret or trademark of any third party (excluding any of Purchaser’s affiliates) and indemnify Purchaser against damages awarded against Purchaser by a court of competent jurisdiction by final order from which no appeal is taken or after the time for appealing has expired, provided that Purchaser: (i) notify us promptly and within no more than 10 days after Purchaser’s receipt of notice of such claim in writing; and (ii) permit us to defend, compromise or settle the claim or action and provide all available information, assistance and authority to enable us to do so. We shall not be liable to reimburse Purchaser for any compromise or settlement made by Purchaser without our prior written consent, or for any legal fees or expenses incurred by Purchaser in connection with such claim. (b) Should any of our Products or any part thereof become, or in our sole opinion are likely to become, the subject of an Infringement Claim, we may, at our option and expense: (i) procure, at no cost to Purchaser, the right to continue to use such Products which are the subject of the Infringement Claim; (ii) replace or modify the Products or infringing part thereof with non-infringing equivalents, at no cost to Purchaser; or (iii) if none of the foregoing alternatives are reasonably practical in our sole judgement, we may: (A) in the case of software or services, terminate such services or the licenses for such software and refund or issue a credit for any prepaid but unused fees for such software or services, if any; and/or (B) in the case of our devices, require Purchaser to return such devices and refund or issue a credit for the purchase price paid by Purchaser to us for the devices returned, depreciated on a straight-line basis over a 36 month period from the date of purchaseofpurchase. (c) We have no obligation or liability whatsoever in respect of any Infringement Claim that is based on any of the following (collectively, the “Excluded Claims”): (i) in the case of any software, the use of other than the latest release and version of such software; (ii) the use of any Products in breach of this Agreement; (iii) non-Geotab products, software, data or services, (iv) the use, association or combination of any of our Products with, or the incorporation or integration into our Products of, any non-Geotab product, software, service, data, information or other material (including Purchaser’s own) that is not supplied by us or expressly identified by us in our written specifications or documentation as being required for the use and operation of our Products; (v) the use or operation of any of our Products, in any manner or for any purpose other than as expressly specified in our documentation for same; (vi) any modification, alteration, change, enhancement, customization or derivative work of the Products made by anyone other than us or our agents; (vii) changes we make to Products to comply with Purchaser’s instructions or specifications; (viii) any use of data in accordance with this Agreement that is collected through the operation of or generated by our Products; (ix) for insurance purposes, the use of the Products in association with driving, driver or vehicle activity or performance; or (x) any reselling or distribution of our Products. This Section states our entire liability and Purchaser’s sole and exclusive remedies with respect to any Infringement Claim.

Intellectual Property Infringement Claims. (a) We will, at our sole cost and expense, defend and indemnify or, at our option, settle, any claim, assertion or action brought against Purchaser you or Purchaser’s your affiliates, successors or assigns to the extent that it is based on a claim (an “Infringement Claim”) that any of our Products which we have supplied to Purchaser you directly or through an authorized reseller infringes any copyright, patent, trade secret or trademark of any third party (excluding any of Purchaser’s your affiliates) and indemnify Purchaser you against damages awarded against Purchaser you by a court of competent jurisdiction by final order from which no appeal is taken or after the time for appealing has expired, provided that Purchaseryou: (i) notify us promptly and within no more than 10 days after Purchaser’s your receipt of notice of such claim in writing; and (ii) permit us to defend, compromise or settle the claim or action and provide all available information, assistance and authority to enable us to do so. We shall not be liable to reimburse Purchaser you for any compromise or settlement made by Purchaser you without our prior written consent, or for any legal fees or expenses incurred by Purchaser you in connection with such claim. (b) Should any of our Products or any part thereof become, or in our sole opinion are likely to become, the subject of an Infringement Claim, we may, at our option and expense: (i) procure, at no cost to Purchaseryou, the right to continue to use such Products which are the subject of the Infringement Claim; (ii) replace or modify the Products or infringing part thereof with non-infringing equivalents, at no cost to Purchaseryou; or (iii) if none of the foregoing alternatives are reasonably practical in our sole judgement, we may: (A) in the case of software or services, terminate such services or the licenses for such software and refund or issue a credit for any prepaid but unused fees for such software or services, if any; and/or (B) in the case of our devices, require Purchaser you to return such devices and refund or issue a credit for the purchase price paid by Purchaser you to us for the devices returned, depreciated on a straight-line basis over a 36 month period from the date of purchase. (c) We have no obligation or liability whatsoever in respect of any Infringement Claim that is based on any of the following (collectively, the “Excluded Claims”): (i) in the case of any software, the use of other than the latest release and version of such software; (ii) the use of any Products in breach of this Agreement; (iii) non-Geotab products, software, data or services, (iv) the use, association or combination of any of our Products with, or the incorporation or integration into our Products of, any non-Geotab product, software, service, data, information or other material (including Purchaser’s your own) that is not supplied by us or expressly identified by us in our written specifications or documentation as being required for the use and operation of our Products; (v) the use or operation of any of our Products, in any manner or for any purpose other than as expressly specified in our documentation for same; (vi) any modification, alteration, change, enhancement, customization or derivative work of the Products made by anyone other than us or our agents; (vii) changes we make to Products to comply with Purchaser’s your instructions or specifications; (viii) any use of data in accordance with this Agreement that is collected through the operation of or generated by our Products; (ix) for insurance purposes, the use of the Products in association with driving, driver or vehicle activity or performance; or (x) any reselling or distribution of our Products. This Section states our entire liability and Purchaser’s your sole and exclusive remedies with respect to any Infringement Claim.