SOFTWARE INDEMNIFICATION. If Supplier will provide any software under the Contract, Supplier warrants that it has the full right to grant this entire license to UTMB. At Supplier’s expense, Supplier shall hold harmless, indemnify, and defend UTMB against any claim that any software or documentation provided to UTMB by Supplier infringes a patent, copyright, trade secret or other proprietary right of a third party in the United States and shall pay all costs, damages, and attorney's fees that a court finally awards as a result of such claim or that are paid in settlement of such claim. To qualify for such defense and payment, UTMB will: (i) give Supplier prompt written notice of such claim; and (ii) subject to the statutory duty of the Texas Attorney General, allow Supplier to control, and will fully cooperate with Supplier in, the defense against such claim and all related negotiations. In the event such claims are raised against both UTMB and Supplier, UTMB may, at its option and expense, retain its own counsel to act as co-counsel in such defense and related negotiations. Supplier’s obligation under this Section is conditioned upon UTMB’s agreement that, if the operation of any software provided by Supplier becomes or, in Supplier's reasonable opinion is likely to become, the subject of such claim, UTMB shall permit Supplier, at Supplier's option and expense, to either procure the right for UTMB to continue to use the software or replace or modify the software so that it becomes non-infringing and such replacement software or modifications meet or exceed the functionality of the original software. In the event Supplier is unwilling or unable to procure the right to use the software or replace or modify it as described above, Supplier shall refund to UTMB any license fees and, if applicable, professional services or installation fees paid to Supplier by UTMB relating to such software.
SOFTWARE INDEMNIFICATION. Customer shall, at its sole expense, defend, indemnify, and hold harmless Samsung SDS and its licensors from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including attorneys’ fees and litigation expenses) that Samsung SDS or its licensors may incur relating to or arising from (i) any modification of or addition to the Software not provided or approved in writing by Samsung SDS, or (ii) any infringement, misappropriation, or other claim that arises from the combination of the Software with any hardware, software or data not authorized in writing by Samsung SDS, provided that such claim would not have arisen from the use of the Software alone. SCHEDULE S – SERVICES (This Services Schedule is intended to be attached to the General Terms.) This Services Schedule (this “Services Schedule”) is a Schedule to the General Terms of the Customer Agreement and all such terms shall apply to Services ordered by a Customer under an Ordering Document to this Services Schedule. This Schedule does not apply to SaaS, PaaS, and IaaS (products/services) which are covered by separate terms and conditions. This Services Schedule along with the General Terms shall automatically terminate in the event the Customer Agreement is terminated; provided, however, that termination of an Ordering Document shall not amend or modify any of the terms, provisions, rights or obligations under any other Ordering Document to this Services Schedule and such other Ordering Document(s) will remain in full force and effect according to the terms thereof. Each reference to an Ordering Document shall mean the applicable Ordering Document. Samsung SDS and Customer may, from time to time, enter into additional Ordering Documents under this Services Schedule, and each such additional Ordering Document shall be sequentially numbered (e.g., Ordering Document A-2, A-3, A-4, etc.). All Ordering Documents must be signed by the authorized representatives of both parties to be effective. No Ordering Document subsequent to any previous Ordering Document shall affect any previous Ordering Document, unless expressly stated to the contrary in such subsequent Ordering Document.
SOFTWARE INDEMNIFICATION. Customer shall, at its sole expense, defend, indemnify, and hold harmless MTSL and its licensors from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including attorneys’ fees and litigation expenses) that MTSL or its licensors may incur relating to or arising from (i) any modification of or addition to the Software not provided or approved in writing by MTSL, or (ii) any infringement, misappropriation, or other claim that arises from the combination of the Software with any hardware, software or data not authorized in writing by MTSL, provided that such claim would not have arisen from the use of the Software alone.
SOFTWARE INDEMNIFICATION. Contractor warrants that it has the full right to grant this entire license to University. At Contractor’s expense, Contractor shall hold harmless, indemnify, and defend University against any claim that the Software or Documentation infringes a patent, copyright, trade secret or other proprietary right of a third party in the United States and shall pay all costs, damages, and attorney's fees that a court finally awards as a result of such claim or that are paid in settlement of such claim. To qualify for such defense and payment, University will: (i) give Contractor prompt written notice of such claim; and (ii) subject to the statutory duty of the Texas Attorney General, allow Contractor to control, and fully cooperate with Contractor in, the defense and all related negotiations. In the event that such claims are raised against both University and Contractor, University may, at its option and expense, retain its own counsel to act as co-counsel in such defense and related negotiations. Contractor's obligation under this Section is conditioned upon University's agreement that, if the operation of the Software becomes, or in Contractor's reasonable opinion is likely to become, the subject of such claim, University shall permit Contractor, at Contractor's option and expense, either to procure the right for University to continue to use the Software or to replace or modify the Software so that it becomes non-infringing and that said replacement software or modifications meets or exceeds the functionality of the original software. In the event neither of these options is available, Contractor agrees to refund to University the license fee, and Professional Services fees paid to Contractor.
SOFTWARE INDEMNIFICATION. Google’s indemnity obligations under the Agreement with respect to allegations of infringement of third-party Intellectual Property Rights apply to Premium Software, and Customer’s indemnity obligations under the Agreement with respect to Customer’s use of the Services apply to Customer’s use of Premium Software. In addition to any other indemnity exclusions in the Agreement, Google’s indemnity obligations will not apply to the extent the underlying allegation arises from modifications to Premium Software not made by Google or use of versions of Premium Software that are no longer supported by Google.
SOFTWARE INDEMNIFICATION. Xxxx will indemnify, defend and hold harmless the Client from and against any and all third party claims, and reasonable resulting attorneys’ fees and court costs, to the extent that such claim, action or demand arises from any of the following: the Works and/or the Software provided by Mesa pursuant to this Agreement that: (a) infringes a copyright held by that third party; (b) infringes that third party’s US patent; or (c) constitutes misappropriation or unlawful disclosure or use of that third party’s trade secrets (collectively, “Infringement Claims”). Xxxx agrees and acknowledges that the limitation of liability set forth herein shall not apply to Infringement Claims.
SOFTWARE INDEMNIFICATION. Customer shall, at its sole expense, defend, indemnify, and hold harmless Samsung SDS and its licensors from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including attorneys’ fees and litigation expenses) that Samsung SDS or its licensors may incur relating to or arising from (i) any modification of or addition to the Software not provided or approved in writing by Samsung SDS, or (ii) any infringement, misappropriation, or other claim that arises from the combination of the Software with any hardware, software or data not authorized in writing by Samsung SDS, provided that such claim would not have arisen from the use of the Software alone. HARDWARE SCHEDULE This Hardware Schedule (this “Hardware Schedule”) is a Schedule to the General Terms and all such terms shall apply to Hardware ordered by a Customer under a Quote Form.
SOFTWARE INDEMNIFICATION. Bridgepay shall defend, indemnify, and hold Client harmless from any and all liability, damage, loss, and expense (including without limitation reasonable attorney’s fees and court costs) arising from claims against Client that Software, or Client’s use of the same as permitted by this Agreement, infringe the intellectual property rights of a third party; provided, however, that BridgePay shall have no obligation to indemnify Client to the extent that a claim is based on or related to: (i) any use of Software by Client in violation of this Agreement; or (ii) any use of Software in conjunction with any product, data, hardware, or software other than those provided by BridgePay, or expressly authorized by BridgePay in writing, or with which Software are designed or intended to be used; or (iii) any of Client’s own materials which are not authorized by BridgePay for use with Software.
SOFTWARE INDEMNIFICATION. 18.1. Customer shall, at its sole expense, defend, indemnify, and hold harmless Samsung SDSA and its licensors from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including attorneys’ fees and litigation expenses) that Samsung SDSA or its licensors may incur relating to or arising from (i) any modification of or addition to the Software not provided or approved in writing by Samsung SDSA, or (ii) any infringement, misappropriation, or other claim that arises from the combination of the Software with any hardware, software or data not authorized in writing by Samsung SDSA, provided that such claim would not have arisen from the use of the Software alone.
SOFTWARE INDEMNIFICATION. To the extent permitted by law, SafetyPAD agrees to indemnify and hold the Licensee and its officers, directors, employees, consultants, agents and subcontractors harmless against any and all losses, damages, liabilities, claims, demands, suits, or causes of action, including attorneys’ fees and expenses of defending against such claims demands, suits, or causes of action, resulting from (i) third-party claims for violations of patent rights or other intellectual property rights against the Licensee or its customers, arising out of the Software licensed pursuant to this Agreement, or (ii) third-party claims based on defects or non-performance of the Software, or breach of warranty, or representations made by SafetyPAD.
