Common use of Limitations as to IP Claims Clause in Contracts

Limitations as to IP Claims. Notwithstanding anything to the contrary, Logicalis shall have no obligations or liability under Section 10.1 (Indemnification by Logicalis) if the IP Claim is based upon, arises out of, or is related to, in whole or in part, or if any of the following apply: (a) the combination of the applicable Service with any product, software, solution, or service not entirely developed and provided by Logicalis, (b) use of the applicable Service outside the scope of the licenses or rights set forth in this Agreement or in violation of any law or any restriction or limitation set forth in this Agreement, (c) Customer’s failure to comply with Logicalis’s direction to cease any activity that in Logicalis’s reasonable judgment may result in an IP Claim, (d) any allegation by a third party that does not specifically reference a Logicalis Service, or that does not reference a feature of function of a Logicalis Service, or (e) any IP Claim for which Customer does not promptly tender control of the defense thereof to Logicalis. Sole Remedy. THE TERMS IN THIS SECTION 10 (INDEMNIFICATION) SHALL BE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND LOGICALIS’ SOLE AND EXCLUSIVE LIABILITY AND OBLIGATION WITH RESPECT TO THIRD PARTY CLAIMS OF INFRINGEMENT OR MISAPPROPRIATION OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 10_ (INDEMNIFICATION), LOGICALIS SHALL NOT HAVE ANY OBLIGATION TO DEFEND OR INDEMNIFY CUSTOMER FOR THIRD PARTY CLAIMS.

Limitations as to IP Claims. Notwithstanding anything to the contrary, Logicalis shall have no obligations or liability under Section 10.1 (Indemnification by Logicalis) if the IP Claim is based upon, arises out of, or is related to, in whole or in part, or if any of the following apply: (a) the combination of the applicable Service with any product, software, solution, or service not entirely developed and provided by Logicalis, (b) use of the applicable Service outside the scope of the licenses or rights set forth in this Agreement or in violation of any law or any restriction or limitation set forth in this Agreement, (c) Customer’s failure to comply with Logicalis’s ’ direction to cease any activity that in Logicalis’s ’ reasonable judgment may result in an IP Claim, (d) any allegation by a third party that does not specifically reference a Logicalis Service, or that does not reference a feature of function of a Logicalis Service, or (e) any IP Claim for which Customer does not promptly tender control of the defense thereof to Logicalis. Sole Remedy. THE TERMS IN THIS SECTION 10 (INDEMNIFICATION) SHALL BE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND LOGICALIS’ SOLE AND EXCLUSIVE LIABILITY AND OBLIGATION WITH RESPECT TO THIRD PARTY CLAIMS OF INFRINGEMENT OR MISAPPROPRIATION OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 10_ (INDEMNIFICATION), LOGICALIS SHALL NOT HAVE ANY OBLIGATION TO DEFEND OR INDEMNIFY CUSTOMER FOR THIRD PARTY CLAIMS.