Our Indemnity. We will indemnify and defend you against any third-party claim alleging that any of the Services infringes upon any patent or copyright, or violates a trade secret of any such third-party (an “IP Claim”), and we agree to pay reasonable attorney’s fees, court costs, damages finally awarded, or reasonable settlement costs with respect to any such claim. You will promptly notify us of any claim and cooperate with us in defending the claim. We will reimburse you for reasonable expenses incurred in providing any cooperation or assistance. We will have full control and authority over the defense and settlement of any claim, except that: (i) any settlement requiring you to admit liability requires prior written consent, not to be unreasonably withheld or delayed, and (ii) you may join in the defense with your own counsel at your own expense.
9.1.1. If (i) Company becomes aware of an actual or potential IP Claim, or (ii) Customer provides Company with notice of an actual or potential IP Claim, Company may (or in the case of an injunction against Customer, shall), at Company’s sole option and determination: (a) procure for Customer the right to continue to use the Services; or
(b) replace or modify the Services with equivalent or better functionality so that Client’s use is no longer infringing; or (c) if (a) or (b) are not commercially reasonable, terminate provision of the Services and refund to Customer any pre-paid Service fees for any periods after the termination of the Service, less any outstanding moneys owed by Customer to Company.
9.1.2. The obligations in Sections 9.1 do not extend to (i) any IP Claim based upon infringement or alleged infringement of any patent, trademark, copyright or other intellectual property right by the combination of the Services with other products, software or services not provided by Company; (ii) any IP Claim related to any Customer Content, or (iii) any IP Claim related to any use or exercise of any other right in respect to the Service outside the scope of the rights granted in this Agreement.
Our Indemnity. In accordance with clause 7.2 of this Agreement, if your funds are sent to the wrong account as the result of a mistake made by us, we will indemnify you and keep you indemnified in relation to the to recovery of those funds and will take urgent action at our own expense to recover the funds, if you take immediate action to assist us to recover any such funds if the mistaken beneficiary is related to you or associated with you in some way.
Our Indemnity. (A) Our General Indemnity. We will defend and indemnify you against third-party claims for injury to persons, including death, or damage to tangible property occurring while our employees are on your premises performing instrument related services, to the extent the claims are caused by our employees’ negligent acts or negligent omissions, except to the extent caused by your negligent acts or negligent omissions.
(B) Our Infringement Indemnity. We will defend and indemnify you against infringement damages finally awarded in any legal action brought by a third party against you to the extent that the action is based on a claim that our manufacture and sale of a product infringes any patent, copyright, trademark or other intellectual property right of such third party if we had actual knowledge of such intellectual property right and the actual infringement at the time of delivery of the product to you. This infringement indemnity does not apply to claims that arose based on (a) your failure to comply with the Agreement, (b) your failure to acquire any applicable additional intellectual property rights related to such use (“Additional Rights”), (c) products that we made, assembled or labeled in reliance upon your instructions, specifications, or other directions, (d) your use or resale of products, (e) modifications made by you or any third party; or (f) products originating from third parties. Additionally, our infringement related indemnity obligations will be extinguished if we, at our option and expense, either: (a) secure for you the right to continue using the product; (b) substitute the product with another suitable product with similar functionality; or (c) in the event (a) and (b) are not practical, refund to you the amortized amounts you paid for the infringing product, based on a 5-year amortization schedule. THIS INDEMNITY IS OUR ONLY LIABILITY TO YOU, AND YOUR ONLY REMEDY, FOR ANY INFRINGEMENT OR CLAIMED INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS BY OR INCONNECTION WITH ANY PRODUCT.
(C) Conditions to Our Indemnity. As a condition to any of our indemnification obligations you must (a) notify us in writing, as soon as you become aware of any claim; (b) not admit any liability or take any other action in connection with the claim that could affect the defense; (c) allow us to solely control the defense or settlement of the claim; and (d) give us your reasonable information, co- operation and assistance.
Our Indemnity. We will indemnify and defend you against any third-party claim alleging that any of the Services infringes upon any patent or copyright, or violates a trade secret of any such third-party an (“IP Claim”), and we agree to pay reasonable attorney’s fees, court costs, damages finally awarded, or reasonable settlement costs with respect to any such claim. You will promptly notify us of any claim and cooperate with us in defending the claim. We will reimburse you for reasonable expenses incurred in providing any cooperation or assistance. We will have full control and authority over the defense and settlement of any claim, except that: (i) any settlement requiring you to admit liability requires prior written consent, not to be unreasonably withheld or delayed, and (ii) you may join in the defense with your own counsel at your own expense.
9.1.1. If (i) Company becomes aware of an actual or potential IP Claim, or (ii) Customer provides Company with notice of an actual or potential IP Claim, Company may (or in the case of an injunction against Customer, shall), at Company’s sole option and determination: (a) procure for Customer the right to continue to use the Services; or
Our Indemnity. Subject to this Agreement, and subject to your use of the Pro Plan during a paid Subscription Term, We shall defend You, at Our expense, against any claims made or brought against You by third parties, arising out of a claim or demand alleging that Your use of the Pro Plan as contemplated hereunder infringes a U.S. patent, copyright or trademark of a third party or misappropriates such third party’s trade secrets. Further, We shall indemnify and hold You harmless against all costs (including reasonable legal fees and expenses) finally awarded against You by a court of competent jurisdiction or an arbitrator, or agreed to in a written settlement agreement signed by Us, in connection with such claims. We may, at our option and expense: (a) procure for You the right to continue using the Pro Plan; (b) replace or modify the Pro Plan so that it is no longer infringing but continues to provide comparable functionality; or (c) terminate this Agreement and Your access to the Pro Plan and refund any amounts previously paid for the Pro Plan attributable to the remainder of the then-current subscription term following the effective date of termination. We will have no liability to You for any infringement action that arises out of a breach of the terms and conditions of this Agreement by You or of the use of the Pro Plan (i) after it has been modified by You or a third party without Our prior written consent, or (ii) in combination with any other service, equipment, software or process not provided by Us where the combination is the basis for the infringing activity.
Our Indemnity. (a) Subject to sub clause (b), we will indemnify you with respect to any Loss suffered as a result of any Claim made against you by a third party alleging that the Platform, Services or Templates infringe the Intellectual Property Rights of that third party.
(b) We will not be liable to you under sub clause (a) if:
(i) you do not notify us of the other person's Claim within 10 Business Days after becoming aware of it;
(ii) our ability to defend the claim has been prejudiced by the your non-compliance with any of your obligations under this Agreement;
(iii) you do not give us reasonable assistance (based on the circumstances) in defending the Claim; or
(iv) you do not permit us to have control of the defence of the Claim and all related settlement negotiations.
Our Indemnity. Except to the extent arising from your negligence, unlawful or willful misconduct, your failure to obtain any necessary approval, permission or license or your use of any Software beyond the requirements or specifications of any Purchase Document or the applicable Documentation, we will defend, indemnify, and hold harmless you and your directors, officers, employees, and agents from and against all Third Party claims, losses, liabilities (including negligence, tort, breaches of statutory duties, and strict liability), damages, judgments, suits, and all legal proceedings, and any and all costs and expenses in connection therewith (including reasonable attorneys’ fees) awarded to a Third Party by a court or in a settlement in connection with the above (collectively, “Claims”) arising out of any alleged infringement or misappropriation by the Software, as delivered, of the U.S. patent rights or any trade secrets or copyrights of any Third Party, except to the extent that such infringement or misappropriation arises from, for such Software, your modification, combination with other technology, use to practice
Our Indemnity. Our sole obligation to indemnify You is stated in Article 16 of Our License Agreement.
Our Indemnity. We indemnify you against any Claim by a third party alleging that your use of the Company Services as provided and in accordance with this agreement and our instructions and policies infringes the Intellectual Property Rights of a third party, including without limitation all liability, damages, losses, costs, charges, outgoings, payments and expenses suffered or incurred in connection with any such Claim. For clarification, this indemnity does not apply to any of Your Content.
Our Indemnity. Subject to sub clause i, we will indemnify you with respect to any damages awarded against you in connection with a Claim made by a third party that that Deliverables infringe the IPR’s of that third party.
i. We will not be liable to you under sub clause 16.b if:
1. you do not notify us of the other person's Claim within 10 Business Days after becoming aware of it;
