Common use of Non-infringement; Indemnification Clause in Contracts

Non-infringement; Indemnification. a) PBSI will indemnify, defend and hold You, and Your officers, directors and employees harmless from all losses, damages, and reasonable costs and expenses to the extent they arise out of a claim by a third party that the Service, when used in accordance with the Documentation and in compliance with the terms of this Agreement, infringe or misappropriate any copyright, trademark, trade secret or patent registered or valid within the country the Service is authorized to be accessed. PBSI will have control of the defense and will defend, at its own expense, any claim or litigation to which this indemnity relates, including the right to settle any such claim. You must notify PBSI promptly of any such claim and will provide reasonable cooperation to PBSI, upon PBSI’s request and at PBSI’s cost, to defend such claim. PBSI will not agree to any settlement which requires acknowledgment of fault or an incurred liability on the part of an indemnified party not otherwise covered by this indemnification without indemnified party’s prior consent. You may elect to participate in the defense of any claim with counsel of Your choosing at Your own expense. b) If the Service is subject to a claim of infringement or misappropriation, or if PBSI reasonably believes that the Service may be subject to such a claim, PBSI reserves the right to: (i) offer a non-infringing replacement Service, at no cost to You, which replacement will be functionally equivalent to such Service; (ii) procure, at no cost to You, the right to continue to use such Service; or (iii) direct You to terminate use of such Service. If PBSI directs You to terminate use of such Service, Your remedies, in addition to the indemnification set out herein, will be limited to a refund of any prepaid but unused fees for the Service. c) PBSI will not indemnify You or be liable for claims arising from the use of the Service with data, hardware or software not provided by PBSI, use of the Service in a manner not authorized by this Agreement or the Acceptable Use Policy, or Your use of the Service other than as permitted in this Agreement and the Documentation. d) You will indemnify, defend and hold PBSI harmless against any claim arising from: (i) Your use of the Service in a manner not permitted under this Agreement;

Non-infringement; Indemnification. a) PBSI will indemnify, defend and hold YouClient, and Your its officers, directors and employees harmless from all losses, damages, and reasonable costs and expenses to the extent they arise out of a claim by a third party that the Service, when used in accordance with the Documentation and in compliance with the terms of this AgreementAgreement and the applicable Subscription Order(s), infringe or misappropriate any copyright, trademark, trade secret or patent registered or valid within the country the Service is authorized to be accessed. PBSI will have control of the defense and will defend, at its own expense, any claim or litigation to which this indemnity relates, including the right to settle any such claim. You Client must notify PBSI promptly of any such claim and will provide reasonable cooperation to PBSI, upon PBSI’s request and at PBSI’s cost, to defend such claim. PBSI will not agree to any settlement which requires acknowledgment of fault or an incurred liability on the part of an indemnified party not otherwise covered by this indemnification without indemnified party’s prior consent. You Client may elect to participate in the defense of any claim with counsel of Your its choosing at Your its own expense. b) If the Service is subject to a claim of infringement or misappropriation, or if PBSI reasonably believes that the Service may be subject to such a claim, PBSI reserves the right to: (i) offer a non-non- infringing replacement Service, at no cost to YouClient, which replacement will be functionally equivalent to such Service; (ii) procure, at no cost to YouClient, the right to continue to use such Service; or (iii) direct You Client to terminate use of such Service. If PBSI directs You Client to terminate use of such Service, Your Client's remedies, in addition to the indemnification set out herein, will be limited to a refund of any prepaid but unused fees for the Service. c) PBSI will not indemnify You Client or be liable for claims arising from the use of the Service with data, hardware hardware, or software not provided by PBSI, use of the Service in a manner not authorized by this Agreement PBSI or the Acceptable Use Policy, or Your Client's use of the Service other than as permitted in this Agreement and the Documentation. d) You Client will indemnify, defend and hold PBSI harmless against any claim arising from: (i) Your Client’s use of the Service in a manner not permitted under this Agreement;; (ii) a third party claim that the Client Data, Content or any other data, files or other materials provided by Client to PBSI infringes any patent, copyright or trademark or misappropriates any trade secret; (iii) a violation of any law, rule or regulation regarding the protection of personal data or the use or access to the Service; or (iv) acts of gross negligence or willful misconduct. Client will have control of the defense and will defend at its own expense, any claim or litigation to which this indemnity relates including the right to settle any such claim. PBSI must notify Client promptly of any such claim and will provide reasonable cooperation to Client, upon Client’s request and at Client’s cost, to defend such claim. Client will not agree to any settlement which requires acknowledgment of fault or an incurred liability on the part of an indemnified party not otherwise covered by this indemnification without indemnified party’s prior consent. PBSI may elect to participate in the defense of any claim with counsel of its choosing at its own expense.

Non-infringement; Indemnification. a) PBSI PBI will indemnify, defend and hold You, and Your officers, directors and employees Client harmless from all losses, damages, and reasonable costs and expenses to the extent they arise out of a any claim by a third party that the ServiceService provided by PBI hereunder, when used in accordance with this Agreement and the Documentation and in compliance with the terms of this AgreementDocumentation, infringe infringes or misappropriate misappropriates any copyright, trademarkpatent, trademark or trade secret or patent registered or valid within the country the Service is authorized to be accessedof such third party. PBSI PBI will have control of the defense and will defend, at its own expense, any claim or litigation to which this indemnity relates, including the right to settle any such claim. You Client must notify PBSI PBI promptly of any such claim and will provide reasonable cooperation to PBSIPBI, upon PBSIPBI’s request and at PBSIPBI’s cost, to defend such claim. PBSI PBI will not agree to any settlement which requires acknowledgment of fault or an incurred liability on the part of an indemnified party not otherwise covered by this indemnification without indemnified party’s prior consent. You Client may elect to participate in the defense of any claim with counsel of Your its choosing at Your its own expense. b) If the Service is subject to a claim of infringement or misappropriation, or if PBSI PBI reasonably believes that the Service may be subject to such a claim, PBSI PBI reserves the right to: (i) offer a non-infringing replacement Service, at no cost to YouClient, which replacement will be functionally equivalent to such the Service; (ii) procure, at no cost to YouClient, the right to continue to use such the Service; or (iii) direct You Client to terminate use of such the Service. If PBSI PBI directs You Client to terminate use of such the Service, Your Client's remedies, in addition to the indemnification set out herein, will be limited to a refund of any prepaid but unused fees for the Service. c) PBSI PBI will not indemnify You Client or be liable for claims arising from the use of the Service with data, hardware or software not provided by PBSI, use of the Service in a manner not authorized by this Agreement PBI or the Acceptable Use Policy, or Your Client's use of the Service other than as permitted in this Agreement and the Documentation. d) You will indemnify, defend and hold PBSI harmless against any claim arising from: (i) Your use of the Service in a manner not permitted under this Agreement;

Non-infringement; Indemnification. a) PBSI PBI will indemnify, defend and hold You, and Your officers, directors and employees Client harmless from all losses, damages, and reasonable costs and expenses to the extent they arise out of a any claim by a third party that the ServiceService provided by PBI hereunder, when used in accordance with this Agreement and the Documentation and in compliance with the terms of this AgreementDocumentation, infringe infringes or misappropriate misappropriates any copyright, trademarkpatent, trademark or trade secret or patent registered or valid within the country the Service is authorized to be accessedof such third party. PBSI PBI will have control of the defense and will defend, at its own expense, any claim or litigation to which this indemnity relates, including the right to settle any such claim. You Client must notify PBSI PBI promptly of any such claim and will provide reasonable cooperation to PBSIPBI, upon PBSIPBI’s request and at PBSIPBI’s cost, to defend such claim. PBSI PBI will not agree to any settlement which requires acknowledgment of fault or an incurred liability on the part of an indemnified party not otherwise covered by this indemnification without indemnified party’s prior consent. You Client may elect to participate in the defense of any claim with counsel of Your its choosing at Your its own expense. b) If the Service is subject to a claim of infringement or misappropriation, or if PBSI PBI reasonably believes that the Service may be subject to such a claim, PBSI PBI reserves the right to: (i) offer a non-non- infringing replacement Service, at no cost to YouClient, which replacement will be functionally equivalent to such the Service; (ii) procure, at no cost to YouClient, the right to continue to use such the Service; or (iii) direct You Client to terminate use of such the Service. If PBSI PBI directs You Client to terminate use of such the Service, Your Client's remedies, in addition to the indemnification set out herein, will be limited to a refund of any prepaid but unused fees for the Service. c) PBSI PBI will not indemnify You Client or be liable for claims arising from the use of the Service with data, hardware or software not provided by PBSI, use of the Service in a manner not authorized by this Agreement PBI or the Acceptable Use Policy, or Your Client's use of the Service other than as permitted in this Agreement and the Documentation. d) You Client will indemnify, defend and hold PBSI PBI harmless against any claim arising from: (i) Your Client’s use of the Service in a manner not permitted under this Agreement;; (ii) a claim that the Client Data or any other data, files or other materials provided by Client to PBI infringes any patent, copyright or trademark or misappropriates any trade secret; (iii) a violation of any law, rule or regulation regarding the protection of personal data or the use or access to the Service; or (iv) acts of gross negligence or willful misconduct. Client will have control of the defense and will defend at its own expense, any claim or litigation to which this indemnity relates. PBI will notify Client promptly of any such claim and will reasonably cooperate with Client, upon Client’s request and at Client’s cost, to defend such claim. PBI may participate in the defense and settlement of the claim at its own expense with counsel of its choosing. Client will not agree to any settlement absent PBI’s prior written consent.

Non-infringement; Indemnification. a) PBSI will indemnify, defend and hold You, and Your officers, directors and employees harmless from all losses, damages, and reasonable costs and expenses to the extent they arise out of a claim by a third party that the Service, when used in accordance with the Documentation and in compliance with the terms of this Agreement, infringe or misappropriate any copyright, trademark, trade secret or patent registered or valid within the country the Service is authorized to be accessed. PBSI will have control of the defense and will defend, at its own expense, any claim or litigation to which this indemnity relates, including the right to settle any such claim. You must notify PBSI promptly of any such claim and will provide reasonable cooperation to PBSI, upon PBSI’s request and at PBSI’s cost, to defend such claim. PBSI will not agree to any settlement which requires acknowledgment of fault or an incurred liability on the part of an indemnified party not otherwise covered by this indemnification without indemnified party’s prior consent. You may elect to participate in the defense of any claim with counsel of Your choosing at Your own expense. b) If the Service is subject to a claim of infringement or misappropriation, or if PBSI reasonably believes that the Service may be subject to such a claim, PBSI reserves the right to: (i) offer a non-non- infringing replacement Service, at no cost to You, which replacement will be functionally equivalent to such Service; (ii) procure, at no cost to You, the right to continue to use such Service; or (iii) direct You to terminate use of such Service. If PBSI directs You to terminate use of such Service, Your remedies, in addition to the indemnification set out herein, will be limited to a refund of any prepaid but unused fees for the Service. c) PBSI will not indemnify You or be liable for claims arising from the use of the Service with data, hardware or software not provided by PBSI, use of the Service in a manner not authorized by this Agreement or the Acceptable Use Policy, PBSI or Your use of the Service other than as permitted in this Agreement and the Documentation. d) You will indemnify, defend and hold PBSI harmless against any claim arising from: (i) Your use of the Service in a manner not permitted under this Agreement;; (ii) a third party claim that the Client Data or any other data, files or other materials provided by You infringes any patent, copyright or trademark or misappropriates any trade secret; (iii) Your violation of any law, rule or regulation regarding the protection of personal data or the use or access to the Service; or (iv) acts of gross negligence or willful misconduct. You will have control of the defense and will defend at Your own expense, any claim or litigation to which this indemnity relates including the right to settle any such claim. PBSI must notify You promptly of any such claim and will provide reasonable cooperation to You, upon Your request and at Your cost, to defend such claim. You will not agree to any settlement which requires acknowledgment of fault or an incurred liability on the part of an indemnified party not otherwise covered by this indemnification without indemnified party’s prior consent. PBSI may elect to participate in the defense of any claim with counsel of its choosing at its own expense.

Non-infringement; Indemnification. a) PBSI will indemnify, defend and hold You, and Your officers, directors and employees harmless from all losses, damages, and reasonable costs and expenses to the extent they arise out of a claim by a third party that the ServiceOffering, when used in accordance with the Documentation and in compliance with the terms of this Agreement, infringe or misappropriate any copyright, trademark, trade secret or patent registered or valid within the country the Service Offering is authorized to be accessed. PBSI will have control of the defense and will defend, at its own expense, any claim or litigation to which this indemnity relates, including the right to settle any such claim. You must notify PBSI promptly of any such claim and will provide reasonable cooperation to PBSI, upon PBSI’s request and at PBSI’s cost, to defend such claim. PBSI will not agree to any settlement which requires acknowledgment of fault or an incurred liability on the part of an indemnified party not otherwise covered by this indemnification without indemnified party’s prior consent. You may elect to participate in the defense of any claim with counsel of Your choosing at Your own expense. b) If the Service Offering is subject to a claim of infringement or misappropriation, or if PBSI reasonably believes that the Service Offering may be subject to such a claim, PBSI reserves the right to: (i) offer a non-non- infringing replacement ServiceOffering, at no cost to You, which replacement will be functionally equivalent to such ServiceOffering; (ii) procure, at no cost to You, the right to continue to use such ServiceOffering; or (iii) direct You to terminate use of such ServiceOffering. If PBSI directs You to terminate use of such ServiceOffering, Your remedies, in addition to the indemnification set out herein, will be limited to a refund of any prepaid but unused fees for the ServiceOffering. c) PBSI will not indemnify You or be liable for claims arising from the use of the Service Offering with data, hardware or software not provided by PBSI, use of the Service in a manner not authorized by this Agreement or the Acceptable Use Policy, PBSI or Your use of the Service Offering other than as permitted in this Agreement and the Documentation. d) You will indemnify, defend and hold PBSI harmless against any claim arising from: (i) Your use of the Service Offering in a manner not permitted under this Agreement;; (ii) a third party claim that the Client Data or any other data, files or other materials provided by You infringes any patent, copyright or trademark or misappropriates any trade secret; (iii) Your violation of any law, rule or regulation regarding the protection of personal data or the use or access to the Offering; or (iv) acts of gross negligence or willful misconduct. You will have control of the defense and will defend at Your own expense, any claim or litigation to which this indemnity relates including the right to settle any such claim. PBSI must notify You promptly of any such claim and will provide reasonable cooperation to You, upon Your request and at Your cost, to defend such claim. You will not agree to any settlement which requires acknowledgment of fault or an incurred liability on the part of an indemnified party not otherwise covered by this indemnification without indemnified party’s prior consent. PBSI may elect to participate in the defense of any claim with counsel of its choosing at its own expense.

Non-infringement; Indemnification. a) PBSI Licensor further warrants that, to Licensor’s knowledge, the Licensed Products, as provided by Licensor to Licensee hereunder, will indemnify, not infringe the Intellectual Property Rights of any third party. Licensor will defend and hold You, and Your officers, directors and employees harmless from all losses, damages, and reasonable costs and expenses to the extent they arise out of a claim at its own expense any action against Licensee brought by a third party (including Licensee’s End User Customer) to the extent that the Serviceaction is based upon a claim that the Licensed Products in the form provided by Licensor to Licensee and/or Licensor’s Component infringe any patent, when used copyright, or trademark or constitutes a misappropriation of the trade secret rights of such third party, and Licensor will pay those costs and damages finally awarded against Licensee in such action that are specifically attributable to such claim or those costs and damages agreed to by Licensor in a monetary settlement of such action. Notwithstanding the foregoing, Licensor will have no obligation under this Section or otherwise with respect to any infringement claim based upon (i) Licensor’s compliance with any specifications, instructions or requirements provided by Licensee, (ii) any use of the Licensed Products not in accordance with the Documentation and in compliance with the terms of this AgreementAgreement or for purposes not intended by Licensor, infringe or misappropriate (iii) any copyright, trademark, trade secret or patent registered or valid within the country the Service is authorized to be accessed. PBSI will have control use of the defense and will defendLicensed Products in combination with other products, equipment, software, or data not supplied by Licensor, (iv) any modification of the Licensed Products by any person other than Licensor, (v) any use of the Licensed Products after Licensee has received notice from the Licensor that Licensee should cease use of such Licensed Products due to a claim, or (vi) unauthorized use, access, reproduction, or distribution of Licensor’s Component by Licensee or any Licensee’s End User Customers; ((i)-(vi) collectively, the “Exceptions”). If the Licensed Products become, or in Licensor’s opinion are likely to become, the subject of an infringement claim, Licensor may, at its own expenseoption, any claim or litigation to which this indemnity relates, including the right to settle any such claim. You must notify PBSI promptly of any such claim and will provide reasonable cooperation to PBSI, upon PBSI’s request and at PBSI’s cost, to defend such claim. PBSI will not agree to any settlement which requires acknowledgment of fault or an incurred liability on the part of an indemnified party not otherwise covered by this indemnification without indemnified party’s prior consent. You may elect to participate in the defense of any claim with counsel of Your choosing at Your own expense. beither (1) If the Service is subject to a claim of infringement or misappropriation, or if PBSI reasonably believes that the Service may be subject to such a claim, PBSI reserves the right to: (i) offer a non-infringing replacement Service, at no cost to You, which replacement will be functionally equivalent to such Service; (ii) procure, at no cost to You, procure for Licensee the right to continue to use such Service; using the Licensed Products, (2) replace or modify the Licensed Products so that they become non-infringing, or (iii3) direct You to terminate use if (1) or (2) above are not, in Licensor’s sole determination, obtainable using reasonable commercial efforts, then Licensor may accept the return of such Service. If PBSI directs You to terminate use of such Service, Your remedies, Licensed Products in addition to the indemnification set out herein, will be limited to exchange for a refund of any prepaid but unused fees for the Service. c) PBSI will not indemnify You or be liable for claims arising from the use to Licensee of the Service with data, hardware or software not provided purchase price paid by PBSI, use of the Service in a manner not authorized by this Agreement or the Acceptable Use Policy, or Your use of the Service other than as permitted in this Agreement and the DocumentationLicensee to Licensor for such Licensed Products. d) You will indemnify, defend and hold PBSI harmless against any claim arising from: (i) Your use of the Service in a manner not permitted under this Agreement;

Non-infringement; Indemnification. a) PBSI will indemnify, defend and hold You, and Your officers, directors and employees Client harmless from all losses, damages, and reasonable costs and expenses to the extent they arise out of a any claim by a third party that the Service, when used in accordance with the Documentation and in compliance with the terms of this Agreement, infringe Service provided by PBSI hereunder infringes or misappropriate misappropriates any copyright, trademarkpatent, trademark or trade secret or patent registered or valid within the country the Service is authorized to be accessedsecret. PBSI will have control of the defense and will defend, at its own expense, any claim or litigation to which this indemnity relates, including the right to settle any such claim. You Client must notify PBSI promptly of any such claim and will provide reasonable cooperation to PBSI, upon PBSI’s request and at PBSI’s cost, to defend such claim. PBSI will not agree to any settlement which requires acknowledgment of fault or an incurred liability on the part of an indemnified party not otherwise covered by this indemnification without indemnified party’s prior consent. You Client may elect to participate in the defense of any claim with counsel of Your its choosing at Your its own expense. b) If the Service is subject to a claim of infringement or misappropriation, or if PBSI reasonably believes that the Service may be subject to such a claim, PBSI reserves the right to: (i) offer a non-non- infringing replacement Service, at no cost to YouClient, which replacement will be functionally equivalent to such the Service; (ii) procure, at no cost to YouClient, the right to continue to use such the Service; or (iii) direct You Client to terminate use of such the Service. If PBSI directs You Client to terminate use of such the Service, Your Client's remedies, in addition to the indemnification set out herein, will be limited to a refund of any prepaid but unused fees for the Service. c) PBSI will not indemnify You Client or be liable for claims arising from the use of the Service with data, hardware or software not provided by PBSI, use of the Service in a manner not authorized by this Agreement PBSI or the Acceptable Use Policy, or Your Client's use of the Service other than as permitted in this Agreement and the Documentation. d) You Client will indemnify, defend and hold PBSI harmless against any claim arising from: (i) Your Client’s use of the Service in a manner not permitted under this Agreement;; (ii) a claim that the Client Data or any other data, files or other materials provided by Client to PBSI infringes any patent, copyright or trademark or misappropriates any trade secret; (iii) a violation of any law, rule or regulation regarding the protection of personal data or the use or access to the Service; or (iv) acts of gross negligence or willful misconduct. Client will have control of the defense and will defend at its own expense, any claim or litigation to which this indemnity relates. PBSI will notify Client promptly of any such claim and will reasonably cooperate with Client, upon Client’s request and at Client’s cost, to defend such claim.

Non-infringement; Indemnification. a) PBSI will indemnify, defend and hold YouClient, and Your its officers, directors and employees harmless from all losses, damages, and reasonable costs and expenses to the extent they arise out of a claim by a third party that the Service, when used in accordance with the Documentation and in compliance with the terms of this AgreementAgreement and the applicable Subscription Order(s), infringe or misappropriate any copyright, trademark, trade secret or patent registered or valid within the country the Service is authorized to be accessed. PBSI will have control of the defense and will defend, at its own expense, any claim or litigation to which this indemnity relates, including the right to settle any such claim. You Client must notify PBSI promptly of any such claim and will provide reasonable cooperation to PBSI, upon PBSI’s request and at PBSI’s cost, to defend such claim. PBSI will not agree to any settlement which requires acknowledgment of fault or an incurred liability on the part of an indemnified party not otherwise covered by this indemnification without indemnified party’s prior consent. You Client may elect to participate in the defense of any claim with counsel of Your its choosing at Your its own expense. b) If the Service is subject to a claim of infringement or misappropriation, or if PBSI reasonably believes that the Service may be subject to such a claim, PBSI reserves the right to: (i) offer a non-infringing replacement Service, at no cost to YouClient, which replacement will be functionally equivalent to such Service; (ii) procure, at no cost to YouClient, the right to continue to use such Service; or (iii) direct You Client to terminate use of such Service. If PBSI directs You Client to terminate use of such Service, Your Client's remedies, in addition to the indemnification set out herein, will be limited to a refund of any prepaid but unused fees for the Service. c) PBSI will not indemnify You Client or be liable for claims arising from the use of the Service with data, hardware or software not provided by PBSI, use of the Service in a manner not authorized by this Agreement PBSI or the Acceptable Use Policy, or Your Client's use of the Service other than as permitted in this Agreement and the Documentation. d) You Client will indemnify, defend and hold PBSI harmless against any claim arising from: (i) Your Client’s use of the Service in a manner not permitted under this Agreement;

Non-infringement; Indemnification. a) PBSI PBI will indemnify, defend and hold You, and Your officers, directors and employees harmless from all losses, damages, and reasonable costs and expenses to the extent they arise out of a claim by a third party that the Service, when used in accordance with the Documentation and in compliance with the terms of this Agreement, infringe or misappropriate any copyright, trademark, trade secret or patent registered or valid within the country the Service is authorized to be accessed. PBSI PBI will have control of the defense and will defend, at its own expense, any claim or litigation to which this indemnity relates, including the right to settle any such claim. You must notify PBSI PBI promptly of any such claim and will provide reasonable cooperation to PBSIPBI, upon PBSIPBI’s request and at PBSIPBI’s cost, to defend such claim. PBSI PBI will not agree to any settlement which requires acknowledgment of fault or an incurred liability on the part of an indemnified party not otherwise covered by this indemnification without indemnified party’s prior consent. You may elect to participate in the defense of any claim with counsel of Your choosing at Your own expense. b) If the Service is subject to a claim of infringement or misappropriation, or if PBSI PBI reasonably believes that the Service may be subject to such a claim, PBSI PBI reserves the right to: (i) offer a non-infringing replacement Service, at no cost to You, which replacement will be functionally equivalent to such Service; (ii) procure, at no cost to You, the right to continue to use such Service; or (iii) direct You to terminate use of such Service. If PBSI PBI directs You to terminate use of such Service, Your remedies, in addition to the indemnification set out herein, will be limited to a refund of any prepaid but unused fees for the Service. c) PBSI PBI will not indemnify You or be liable for claims arising from the use of the Service with data, hardware or software not provided by PBSIPBI, use of the Service in a manner not authorized by this Agreement or the Acceptable Use Policy, or Your use of the Service other than as permitted in this Agreement and the Documentation. d) You will indemnify, defend and hold PBSI PBI harmless against any claim arising from: (i) Your use of the Service in a manner not permitted under this Agreement; (ii) a third party claim that the Developer Data or any other data, files or other materials provided by You to PBI infringes any patent, copyright or trademark or misappropriates any trade secret;

Non-infringement; Indemnification. a) PBSI will indemnify, defend and hold YouClient, and Your its officers, directors and employees harmless from all losses, damages, and reasonable costs and expenses to the extent they arise out of a claim by a third party that the Service, when used in accordance with the Documentation and in compliance with the terms of this AgreementAgreement and the applicable Subscription Order(s), infringe or misappropriate any copyright, trademark, trade secret or patent registered or valid within the country the Service is authorized to be accessed. PBSI will have control of the defense and will defend, at its own expense, any claim or litigation to which this indemnity relates, including the right to settle any such claim. You Client must notify PBSI promptly of any such claim and will provide reasonable cooperation to PBSI, upon PBSI’s request and at PBSI’s cost, to defend such claim. PBSI will not agree to any settlement which requires acknowledgment of fault or an incurred liability on the part of an indemnified party not otherwise covered by this indemnification without indemnified party’s prior consent. You Client may elect to participate in the defense of any claim with counsel of Your its choosing at Your its own expense. b) If the Service is subject to a claim of infringement or misappropriation, or if PBSI reasonably believes that the Service may be subject to such a claim, PBSI reserves the right to: (i) offer a non-infringing replacement Service, at no cost to YouClient, which replacement will be functionally equivalent to such Service; (ii) procure, at no cost to YouClient, the right to continue to use such Service; or (iii) direct You Client to terminate use of such Service. If PBSI directs You Client to terminate use of such Service, Your Client's remedies, in addition to the indemnification set out herein, will be limited to a refund of any prepaid but unused fees for the Service. c) PBSI will not indemnify You Client or be liable for claims arising from the use of the Service with data, hardware or software not provided by PBSI, use of the Service in a manner not authorized by this Agreement PBSI or the Acceptable Use Policy, or Your Client's use of the Service other than as permitted in this Agreement and the Documentation. d) You Client will indemnify, defend and hold PBSI harmless against any claim arising from: (i) Your Client’s use of the Service in a manner not permitted under this Agreement;; (ii) a third party claim that the Client Data or any other data, files or other materials provided by Client to PBSI infringes any patent, copyright or trademark or misappropriates any trade secret; (iii) a violation of any law, rule or regulation regarding the protection of personal data or the use or access to the Service; or (iv) acts of gross negligence or willful misconduct. Client will have control of the defense and will defend at its own expense, any claim or litigation to which this indemnity relates including the right to settle any such claim. PBSI must notify Client promptly of any such claim and will provide reasonable cooperation to Client, upon Client’s request and at Client’s cost, to defend such claim. Client will not agree to any settlement which requires acknowledgment of fault or an incurred liability on the part of an indemnified party not otherwise covered by this indemnification without indemnified party’s prior consent. PBSI may elect to participate in the defense of any claim with counsel of its choosing at its own expense..