Common use of Representations and Indemnities Clause in Contracts

Representations and Indemnities. (a) Customer hereby represents and warrants to Sangoma that Customer has the authority to enter into and perform this Agreement and the Customer’s entering into this Agreement, and performance of its obligations and exercise of its rights under this Agreement, do not and will not violate any applicable laws, regulations or orders. (b) Customer hereby represents, warrants and covenants that, without limiting the foregoing: (i) Customer or its licensors owns all right, title and interest in and to Customer Data; (ii) Customer has all rights in Customer Data necessary to grant the rights contemplated by this Agreement; and (iii) Customer has obtained any necessary third-party approvals, including without limitations applicable vendors and licensors, in relation to third-party content to be used by Customer in connection with the Service or will obtain such approvals prior to such use. (c) Customer agrees to defend, indemnify and hold harmless Sangoma and its employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including without limitation attorneys’ fees) arising out of or related to: (i) Customer’s and Authorized Users’ use of and access to the Service; (ii) Customer’s or an Authorized User’s violation of any term of this Agreement; (iii) Customer’s or an Authorized User’s violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (iv) Customer’s or an Authorized User’s violation of any law, rule or regulation; (e) any claim or damages that arise as a result of any Customer Data; or (v) any other party’s access and use of the Service with provided identifier(s) and password(s). (d) Xxxxxxx agrees to defend, indemnify and hold harmless Customer, if under a Paying Plan, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including without limitation attorneys’ fees) arising out of or related to: (i) Sangoma’s breach of any representation, warranty or obligation in this Agreement or (ii) Sangoma’s violation of any law, rule or regulation. In addition, if the Service or Technology becomes the subject of a claim of infringement of a U.S. copyright or patent, Sangoma will indemnify Customer, if under a Paying Plan, against such claim provided that Customer gives Xxxxxxx prompt written notice of the claim, allows Xxxxxxx to direct the defense and settlement of the claim, and cooperates with Sangoma as necessary, at Sangoma’s expense, for defense and settlement of the claim. If the Service or Technology becomes, or, in Sangoma’s opinion is likely to become, the subject of such a claim, Sangoma shall have the right to obtain for Customer the right to continue using the Service or Technology, replace or modify the Service or Technology so that it becomes non-infringing, or terminate the rights granted hereunder to such Service or Technology with refund to Customer of any fees paid for such Service and Technology (less a reasonable charge for the period during which Customer has had available to it the use of such Service and Technology). Sangoma will have no liability for any infringement claim to the extent it (1) is based on modification of the Service or Technology other than by Sangoma; (2) results from failure of Customer to use any updated version of Service or Technology provided by Sangoma to Customer; (3) is based on the combination or use of the Service or Technology with any other software, program or device not provided by Sangoma if such infringement would not have arisen but for such use or combination; (4) results from compliance by Sangoma with designs, plans or specifications furnished by Customer; or (5) results from Customer’s operation of the Service or Technology in a manner that is inconsistent with its intended use. THE FOREGOING STATES XXXXXXX’S ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDIES FOR INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT. IF UNDER A FREE PLAN, CUSTOMER ACKNOWLEDGES THAT THIS SECTION 10(e) SHALL BE DEEMED DELETED AND OF NO FORCE OR EFFECT.

Representations and Indemnities. (a) Customer This section states Xxxxxxx's entire liability and your exclusive remedies for intellectual property rights infringement. You hereby represents represent and warrants warrant to Sangoma Radrite that Customer has you have the authority to enter into and perform this Agreement and the Customer’s entering into this Agreement, and that performance of its the Agreement's obligations and exercise of its rights under this Agreement, do not and will not violate any applicable laws, regulations regulations, or orders.. You hereby represent, warrant, and covenant that: (b) Customer hereby represents, warrants and covenants that, without limiting the foregoing: (i) Customer 1. You or its your licensors owns all right, title title, and interest in and to Customer Data; (ii) Customer has 2. You have all rights in to Customer Data necessary to grant the rights contemplated by this Agreement; and (iii) Customer has 3. You have obtained any necessary third-party approvals, including without limitations applicable vendors and licensors, in relation to third-party content to be used by Customer you in connection with the Service or will obtain such approvals prior to such use. (c) Customer agrees 1. The Service and Technology as delivered to you and used in accordance with this Agreement will not infringe on any intellectual property right or other right of any other person or entity 2. Radrite has all rights in the Service and Technology necessary to grant the rights contemplated by this Agreement You agree to defend, indemnify indemnify, and hold harmless Sangoma Radrite and its employees, contractors, agents, officers officers, and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs costs, or debt, debt and expenses (including without limitation attorneys’ ' fees) arising out of or related to: (i) Customer’s and : 1. Your or Authorized Users’ ' use of and access to the Service; (ii) Customer’s 2. Your or an Authorized User’s 's violation of any term of this Agreement; (iii) Customer’s 3. Your or an Authorized User’s 's violation of any third-party right, including without limitation any right of privacy, publicity rights rights, or intellectual property rights; (iv) Customer’s 4. Your or an Authorized User’s 's violation of any law, rule rule, or regulation; (e) any 5. Any claim or damages that arise as a result of any Customer Data; or (v) any 6. Any other party’s 's access and use of the Service with provided identifier(s) and password(s). (d) Xxxxxxx agrees to defend, indemnify and hold harmless Customer, if under a Paying Plan, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including without limitation attorneys’ fees) arising out of or related to: (i) Sangoma’s 1. Radrite's breach of any representation, warranty warranty, or obligation in this Agreement or (ii) Sangoma’s Agreement 2. Radrite's violation of any law, rule rule, or regulation. regulation In addition, if the Service or Technology becomes the subject of a claim of infringement of a U.S. copyright or patent, Sangoma Radrite will indemnify Customeryou, if under a Paying Plan, against such claim provided that Customer gives Xxxxxxx you give Radrite prompt written notice of the claim, allows Xxxxxxx allow Radrite to direct the defense and settlement of the claim, and cooperates cooperate with Sangoma Radrite as necessary, at Sangoma’s Radrite's expense, for defense and settlement of the claim. If the Service or Technology becomesbecome, or, in Sangoma’s Radrite's opinion is likely to become, the subject of such a claim, Sangoma shall Radrite will have the right to obtain for Customer you the right to continue using the Service or Technology, replace or modify the Service or Technology so that it becomes non-infringing, or terminate the rights granted hereunder here to such Service or Technology with refund to Customer you of any fees paid for such Service and Technology (less a reasonable charge for the period during which Customer you has had available to it the use of such Service and Technology). Sangoma Radrite will have no liability for any infringement claim to the extent it (it: 1) is . Is based on modification of the Service or Technology other than by Sangoma; (by 2) results . Results from failure of Customer you to use any updated version of Service or Technology provided by Sangoma Radrite to Customer; (you 3) is . Is based on the combination or use of the Service or Technology with any other software, program program, or device not provided by Sangoma Radrite if such infringement would not have arisen but for such use or combination; ( 4) results . Results from compliance by Sangoma Radrite with designs, plans plans, or specifications furnished by Customer; or (you 5) results . Results from Customer’s your operation of the Service or Technology in a manner that is inconsistent with its intended useuse Except as expressly provided in this agreement, the services, technology, support, and all other items provided in connection therewith are provided on an "as is" basis without warranties of any kind, either express or implied. THE FOREGOING STATES XXXXXXX’S ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDIES FOR INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT. IF UNDER A FREE PLANRadrite disclaims all warranties, CUSTOMER ACKNOWLEDGES THAT THIS SECTION 10(e) SHALL BE DEEMED DELETED AND OF NO FORCE OR EFFECTexpress or implied, arising by law or otherwise, with respect to any error, defect, deficiency, infringement, or noncompliance in the services, technology, support, or any other items provided by, through, or on behalf of Radrite under this agreement (including without limitation any implied warranty of merchantability, fitness for a particular purpose, or non-infringement and any implied warranty arising from course of performance, course of dealing, or usage of trade).

Representations and Indemnities. (a) Customer This section states Speechling's entire liability and your exclusive remedies for intellectual property rights infringement. You hereby represents represent and warrants warrant to Sangoma Speechling that Customer has you have the authority to enter into and perform this Agreement and the Customer’s entering into this Agreement, and that performance of its the Agreement's obligations and exercise of its rights under this Agreement, do not and will not violate any applicable laws, regulations regulations, or orders.. You hereby represent, warrant, and covenant that: (b) Customer hereby represents, warrants and covenants that, without limiting the foregoing: (i) Customer 1. You or its your licensors owns all right, title title, and interest in and to Customer Data; (ii) Customer has 2. You have all rights in to Customer Data necessary to grant the rights contemplated by this Agreement; and (iii) Customer has 3. You have obtained any necessary third-party approvals, including without limitations applicable vendors and licensors, in relation to third-party content to be used by Customer you in connection with the Service or will obtain such approvals prior to such use. (c) Customer agrees 1. The Service and Technology as delivered to you and used in accordance with this Agreement will not infringe on any intellectual property right or other right of any other person or entity 2. Speechling has all rights in the Service and Technology necessary to grant the rights contemplated by this Agreement You agree to defend, indemnify indemnify, and hold harmless Sangoma Speechling and its employees, contractors, agents, officers officers, and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs costs, or debt, debt and expenses (including without limitation attorneys’ ' fees) arising out of or related to: (i) Customer’s and : 1. Your or Authorized Users’ ' use of and access to the Service; (ii) Customer’s 2. Your or an Authorized User’s 's violation of any term of this Agreement; (iii) Customer’s 3. Your or an Authorized User’s 's violation of any third-party right, including without limitation any right of privacy, publicity rights rights, or intellectual property rights; (iv) Customer’s 4. Your or an Authorized User’s 's violation of any law, rule rule, or regulation; (e) any 5. Any claim or damages that arise as a result of any Customer Data; or (v) any 6. Any other party’s 's access and use of the Service with provided identifier(s) and password(s). (d) Xxxxxxx agrees to defend, indemnify and hold harmless Customer, if under a Paying Plan, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including without limitation attorneys’ fees) arising out of or related to: (i) Sangoma’s 1. Speechling's breach of any representation, warranty warranty, or obligation in this Agreement or (ii) Sangoma’s Agreement 2. Speechling's violation of any law, rule rule, or regulation. regulation In addition, if the Service or Technology becomes the subject of a claim of infringement of a U.S. copyright or patent, Sangoma Speechling will indemnify Customeryou, if under a Paying Plan, against such claim provided that Customer gives Xxxxxxx you give Speechling prompt written notice of the claim, allows Xxxxxxx allow Speechling to direct the defense and settlement of the claim, and cooperates cooperate with Sangoma Speechling as necessary, at Sangoma’s Speechling's expense, for defense and settlement of the claim. If the Service or Technology becomesbecome, or, in Sangoma’s Speechling's opinion is likely to become, the subject of such a claim, Sangoma shall Speechling will have the right to obtain for Customer you the right to continue using the Service or Technology, replace or modify the Service or Technology so that it becomes non-infringing, or terminate the rights granted hereunder here to such Service or Technology with refund to Customer you of any fees paid for such Service and Technology (less a reasonable charge for the period during which Customer you has had available to it the use of such Service and Technology). Sangoma Speechling will have no liability for any infringement claim to the extent it (it: 1) is . Is based on modification of the Service or Technology other than by Sangoma; (by 2) results . Results from failure of Customer you to use any updated version of Service or Technology provided by Sangoma Speechling to Customer; (you 3) is . Is based on the combination or use of the Service or Technology with any other software, program program, or device not provided by Sangoma Speechling if such infringement would not have arisen but for such use or combination; ( 4) results . Results from compliance by Sangoma Speechling with designs, plans plans, or specifications furnished by Customer; or (you 5) results . Results from Customer’s your operation of the Service or Technology in a manner that is inconsistent with its intended useuse Except as expressly provided in this agreement, the services, technology, support, and all other items provided in connection therewith are provided on an "as is" basis without warranties of any kind, either express or implied. THE FOREGOING STATES XXXXXXX’S ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDIES FOR INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT. IF UNDER A FREE PLANSpeechling disclaims all warranties, CUSTOMER ACKNOWLEDGES THAT THIS SECTION 10(e) SHALL BE DEEMED DELETED AND OF NO FORCE OR EFFECTexpress or implied, arising by law or otherwise, with respect to any error, defect, deficiency, infringement, or noncompliance in the services, technology, support, or any other items provided by, through, or on behalf of Speechling under this agreement (including without limitation any implied warranty of merchantability, fitness for a particular purpose, or non-infringement and any implied warranty arising from course of performance, course of dealing, or usage of trade).

Representations and Indemnities. (a) Customer hereby represents and warrants to Sangoma that Customer has the authority to enter into and perform this Agreement and the Customer’s entering into this Agreement, and performance of its obligations and exercise of its rights under this Agreement, do not and will not violate any applicable laws, regulations or orders. (b) Customer hereby represents, warrants and covenants that, without limiting the foregoing: (i) Customer or its licensors owns all right, title and interest in and to Customer Data; (ii) Customer has all rights in Customer Data necessary to grant the rights contemplated by this Agreement; and (iii) Customer has obtained any necessary third-party approvals, including without limitations applicable vendors and licensors, in relation to third-party content to be used by Customer in connection with the Service or will obtain such approvals prior to such use. (c) Customer agrees to defend, indemnify and hold harmless Sangoma and its employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including without limitation attorneys’ fees) arising out of or related to: (i) Customer’s and Authorized Users’ use of and access to the Service; (ii) Customer’s or an Authorized User’s violation of any term of this Agreement; (iii) Customer’s or an Authorized User’s violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (iv) Customer’s or an Authorized User’s violation of any law, rule or regulation; (e) any claim or damages that arise as a result of any Customer Data; or (v) any other party’s access and use of the Service with provided identifier(s) and password(s). (d) Xxxxxxx Sangoma agrees to defend, indemnify and hold harmless Customer, if under a Paying Plan, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including without limitation attorneys’ fees) arising out of or related to: (i) Sangoma’s breach of any representation, warranty or obligation in this Agreement or (ii) Sangoma’s violation of any law, rule or regulation. In addition, if the Service or Technology becomes the subject of a claim of infringement of a U.S. copyright or patent, Sangoma will indemnify Customer, if under a Paying Plan, against such claim provided that Customer gives Xxxxxxx Sangoma prompt written notice of the claim, allows Xxxxxxx Sangoma to direct the defense and settlement of the claim, and cooperates with Sangoma as necessary, at Sangoma’s expense, for defense and settlement of the claim. If the Service or Technology becomes, or, in Sangoma’s opinion is likely to become, the subject of such a claim, Sangoma shall have the right to obtain for Customer the right to continue using the Service or Technology, replace or modify the Service or Technology so that it becomes non-infringing, or terminate the rights granted hereunder to such Service or Technology with refund to Customer of any fees paid for such Service and Technology (less a reasonable charge for the period during which Customer has had available to it the use of such Service and Technology). Sangoma will have no liability for any infringement claim to the extent it (1) is based on modification of the Service or Technology other than by Sangoma; (2) results from failure of Customer to use any updated version of Service or Technology provided by Sangoma to Customer; (3) is based on the combination or use of the Service or Technology with any other software, program or device not provided by Sangoma if such infringement would not have arisen but for such use or combination; (4) results from compliance by Sangoma with designs, plans or specifications furnished by Customer; or (5) results from Customer’s operation of the Service or Technology in a manner that is inconsistent with its intended use. THE FOREGOING STATES XXXXXXXSANGOMA’S ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDIES FOR INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT. IF UNDER A FREE PLAN, CUSTOMER ACKNOWLEDGES THAT THIS SECTION 10(e) SHALL BE DEEMED DELETED AND OF NO FORCE OR EFFECT.