Common use of Our Indemnification Obligations Clause in Contracts

Our Indemnification Obligations. We shall defend and/or settle, at Our expense, any third-party claim brought against You or Your Representatives alleging that Your use of the Services (or any part thereof) in compliance with the terms of this Agreement infringes the Proprietary Rights of such third-party (“Infringement Claim ”). We shall indemnify You and Your Representatives against any Losses arising from the Infringement Claim or settlement amounts agreed to in writing by Us in relation to the Infringement Claim. In the event of an Infringement Claim, and in addition to our indemnity obligations, We shall, at Our option and expense: (i) modify or replace the affected Service to eliminate the alleged infringement without loss of material functionality; (ii) procure a license to enable You to continue using the Services; or (iii) terminate Your Order for the affected Services with immediate effect and reimburse You any prepaid Fees covering the remainder of the applicable Subscription Term.

Appears in 3 contracts

Samples: Services Agreement, Celonis Master Services Agreement, Celonis Master Services Agreement

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Our Indemnification Obligations. We shall defend and/or settle, at Our expense, any third-party claim brought against You You, Your Affiliates or Your Representatives alleging that Your use of the Services (or any part thereof) in compliance with the terms of this Agreement infringes the Proprietary Rights of such third-party (“Infringement Claim Claim”). We shall indemnify You and Your Representatives against any Losses arising from the Infringement Claim or settlement amounts agreed to in writing by Us in relation to the Infringement Claim. In the event of an Infringement Claim, and in addition to our indemnity obligations, We shall, at Our option and expense: (i) modify or replace the affected Service to eliminate the alleged infringement without loss of material functionality; (ii) procure a license to enable You to continue using the Services; or (iii) terminate Your Order for the affected Services with immediate effect and reimburse You refund any prepaid Fees covering the remainder of the applicable Subscription Term.

Appears in 2 contracts

Samples: assets.ctfassets.net, assets.ctfassets.net

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Our Indemnification Obligations. We shall defend and/or settle, at Our expense, any third-party claim brought against You or Your Representatives alleging that Your use of the Services (or any part thereof) in compliance with the terms of this Agreement infringes the Proprietary Rights of such third-party (“Infringement Claim Claim”). We shall indemnify You and Your Representatives against any Losses arising from the Infringement Claim or settlement amounts agreed to in writing by Us in relation to the Infringement Claim. In the event of an Infringement Claim, and in addition to our indemnity obligations, We shall, at Our option and expense: (i) modify or replace the affected Service to eliminate the alleged infringement without loss of material functionality; (ii) procure a license to enable You to continue using the Services; or (iii) terminate Your Order for the affected Services with immediate effect and reimburse You any prepaid Fees covering the remainder of the applicable Subscription Term.

Appears in 2 contracts

Samples: Master Services Agreement, Master Services Agreement

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