Common use of Third Party Infringement Claims Clause in Contracts

Third Party Infringement Claims. 11.1 Except for licenses to third party components which have been integrated into the Service, EFI does not provide the Customer with any licenses or right of use to third party software, copyrights, patents or other intellectual property rights held by a third party. The Customer must, at the Customer's own expense, license and maintain any such licences from third parties which are required by the Customer for usage of the Service including, but not limited to, licenses to Microsoft services. 11.2 Provided the Customer complies with the procedures in this Section 11.2, EFI shall defend the Customer against claims made against the Customer by a third party alleging that the use of the Service infringes a patent, copyright, or trademark of the third party or misappropriates such party’s trade secrets (“Claim”), provided that such infringement is caused solely by the Service as offered by EFI and/or by its use in accordance with the applicable User Guide. EFI shall have no obligations for any and all Claims where the alleged infringement is arising from the combination of theService, including any interoperations, alterations, or integration of software and hardware which is made to the Ser- vices and performed by others than EFI. Promptly upon receiving notice of a Claim, the Customer shall give EFI a written notice of the Claim and give EFI sole control of the defence and settlement of the Claim, and the Customer shall provide all reasonable assistance in the defence or settlement of such Claim. EFI shall pay damages, and all reasonable costs, finally awarded against Customer by a court of competent jurisdiction or an arbitrator, or agreed to in a written settle- ment agreement signed by EFI in connection with such Claims (provided that EFI cannot, without the Customer’s prior written approval, make any admissions of fact that expose the Customer to an imposition of damages or other claims). EFI may, at its own expense and option, offer to either i) secure rights of use for the benefit of the Customer, or ii) replace or modify the Service with a non-infringing substitute, or iii) terminate the right to use the Service and refund any prepaid, unused fees to the remaining part of the Subscription Period following the effective date of termination.This -Section

Third Party Infringement Claims. 11.1 Except for licenses to third party components which have been integrated into the Service, EFI does not provide the Customer with any licenses or right of use to third party software, copyrights, patents or other intellectual property rights held by a third party. The Customer must, at the Customer's own expense, license and maintain any such licences from third parties which are required by the Customer for usage of the Service including, but not limited to, licenses to Microsoft services. 11.2 Provided the Customer complies with the procedures in this Section 11.2, EFI shall defend the Customer against claims made against the Customer by a third party alleging that the Customer’s use of the Service infringes a patent, copyright, or trademark of the a third party or misappropriates such party’s trade secrets (in this paragraph a “Claim”), provided that such infringement is caused solely by the Service as offered by EFI and/or by its use in accordance with this SAAS Agreement and the applicable User Guide. EFI shall have no obligations for any and all Claims where the alleged infringement is arising from modifi- cation of the Service or the combination of theServicethe Service with any third-party intellectual property, including in- cluding any interoperations, alterations, or integration of software and hardware which is made to the Ser- vices Service and performed by others a party other than EFI. Promptly upon receiving notice of a Claim, the Customer Cus- tomer shall give EFI a written notice of the Claim and give EFI sole control of the defence and settlement of the Claim, and the Customer shall provide all reasonable assistance in the defence or settlement of such Claim. EFI shall pay damages, and all reasonable costs, finally awarded against Customer by a court of competent jurisdiction or an arbitrator, or agreed to in a written settle- ment settlement agreement signed by EFI in connection with such Claims (provided that EFI cannot, without the Customer’s prior written approval, make any admissions of fact that expose the Customer to an imposition of damages or other claims). EFI may, at its own expense and option, offer to either i) secure rights of use for the benefit of the Customer, or ii) replace or modify the Service with a non-infringing substitute, or iii) terminate the right to use the Service and refund any prepaid, unused fees to the remaining part of the Subscription Subscrip- tion Period following the effective date of termination. This Section 11.2 states EFI’s entire liability and Customer’s exclusive remedy for any claim of intellectual property infringement. 11.3 Provided that EFI complies with the procedures in this Section 11.3, the Customer shall defend EFI against any claims made or brought against EFI by a third party alleging infringement or violation of the third party’s property, privacy or other rights (in this paragraph a “Claim”) caused by use of the Customer data, Customer’s use of the Service in violation of the SAAS Agreement or arising from Cus- tomer’s combination, alterations, or integration of the Service with third party products. Promptly upon receiving notice of a Claim, EFI shall give the Customer a written notice of the Claim and give the Customer sole control of the defence and settlement of the Claim, and EFI shall provide all reasonable assistance in the defence or settlement of such Claim. The Customer shall pay damages, and all rea- sonable costs, finally awarded against EFI by a court of competent jurisdiction or an arbitrator, or agreed to in a written settlement agreement signed by the Customer in connection with such Claims, (provided that the Customer cannot, without EFI’s prior written approval, make any admissions of fact that expose EFI to an imposition of damages or other claims). This -SectionSection 11.3 states the Customer’s entire liability and EFI’s exclusive remedy for any claim of intellectual property infringement.

Third Party Infringement Claims. 11.1 Except for licenses to third party components which have been integrated into the Service to become an Zensai Service, EFI and except as is expressly set forth in any Zensai Reseller Terms, Zensai does not provide the Customer with any licenses or right of use to third party software, copyrights, patents or other intellectual property rights held by a third party. The Customer must, at the Customer's own expense, license and maintain any such licences licenses from third parties which are required by the Customer for usage of the Service including, but not limited to, licenses to Microsoft services. 11.2 Provided the Customer complies with the procedures in this Section 11.2, EFI Zensai shall defend the Customer against claims made against the Customer by a third party alleging that the use of the Service infringes a patent, copyright, or trademark of the third party or misappropriates such third party’s trade secrets (in this paragraph a “Claim”), provided that such infringement is caused solely by the Service as offered by EFI Zensai and/or by its use in accordance with the applicable User Guide. EFI Zensai shall have no obligations for any and all Claims where the alleged infringement is arising from the combination of theServicethe Services with Third-Party Solutions or Customer Data or any Customer provided item, including any interoperations, alterations, or integration of software and hardware which is made to the Ser- vices Services and performed by others than EFIZensai. Promptly upon receiving notice of a Claim, the Customer shall give EFI Zensai a written notice of the Claim and give EFI Zensai sole control of the defence defense and settlement of the Claim, and the Customer shall provide all reasonable assistance in the defence defense or settlement of such Claim. EFI Zensai shall pay damages, and all reasonable costs, finally awarded against Customer by a court of competent jurisdiction or an arbitrator, arbitrator or agreed to in a written settle- ment settlement agreement signed by EFI Zensai in connection with such Claims (provided that EFI Zensai cannot, without the Customer’s prior written approval, make any admissions of fact that expose the Customer to an imposition of damages or other claims). EFI Zensai may, at its own expense and option, offer to either i) secure rights of use for the benefit of the Customer, or ii) replace or modify the Service with a non-infringing substitute, or iii) terminate the right to use the Service and refund any prepaid, unused fees to the remaining part of the Subscription Period following the effective date of termination.This -SectionSection 11.2 states Zensai’s entire liability and Customer’s exclusive remedy for any Claim of intellectual property infringement. 11.3 Provided that Zensai complies with the procedures in this Section 11.3, the Customer shall defend Zensai against any claims made or brought against Zensai by a third party (a) in connection with Customer’s breach of any Customer Terms to which Customer is bound or (b) alleging infringement of third party’s intellectual property rights, or violation of privacy or other rights and this is caused by the Customer Data or Customer’s use of the Service in violation of the SAAS Agreement or arising from Customer’s combination, alterations, or integration of the Service with third party products (in this paragraph a “Claim”). Promptly upon receiving notice of a Claim, Zensai shall give the Customer a written notice of the Claim and give the Customer sole control of the defense and settlement of the Claim, and Zensai shall provide all reasonable assistance in the defense or settlement of such Claim. The Company shall be entitled to take reasonable measures to prevent the alleged infringement from continuing. The Customer shall pay damages, and all reasonable costs, finally awarded against Zensai by a court of competent jurisdiction or an arbitrator or agreed to in a written settlement agreement signed by the Customer in connection with such Claims, (provided that the Customer cannot, without Zensai’s prior written approval, make any admissions of fact that expose Zensai to an imposition of damages or other claims). This Section 11.3 states the Customer’s entire liability and Zensai’s exclusive remedy for any Claim of intellectual property infringement.

Third Party Infringement Claims. 11.1 Except for licenses to third party components which have been integrated into the Service to become an Zensai Service, EFI and except as is expressly set forth in any Zensai Reseller Terms, Zensai does not provide the Customer with any licenses or right of use to third party software, copyrights, patents or other intellectual property rights held by a third party. The Customer must, at the Customer's ’s own expense, license and maintain any such licences licenses from third parties which are required by the Customer for usage of the Service including, but not limited to, licenses to Microsoft services. 11.2 Provided the Customer complies with the procedures in this Section 11.2, EFI Zensai shall defend the Customer against claims made against the Customer by a third party alleging that the use of the Service infringes a patent, copyright, or trademark of the third party or misappropriates such third party’s trade secrets (in this paragraph a “Claim”), provided that such infringement is caused solely by the Service as offered by EFI Zensai and/or by its use in accordance with the applicable User Guide. EFI Zensai shall have no obligations for any and all Claims where the alleged infringement is arising from the combination of theServicethe Services with Third-Party Solutions or Customer Data or any Customer provided item, including any interoperations, alterations, or integration of software and hardware which is made to the Ser- vices Services and performed by others than EFIZensai. Promptly upon receiving notice of a Claim, the Customer shall give EFI Zensai a written notice of the Claim and give EFI Zensai sole control of the defence and settlement of the Claim, and the Customer shall provide all reasonable assistance in the defence or settlement of such Claim. EFI Zensai shall pay damages, and all reasonable costs, finally awarded against Customer by a court of competent jurisdiction or an arbitrator, or agreed to in a written settle- ment settlement agreement signed by EFI Zensai in connection with such Claims (provided that EFI Zensai cannot, without the Customer’s prior written approval, make any admissions of fact that expose the Customer to an imposition of damages or other claims). EFI Zensai may, at its own expense and option, offer to either i) secure rights of use for the benefit of the Customer, or ii) replace or modify the Service with a non-infringing substitute, or iii) terminate the right to use the Service and refund any prepaid, unused fees to the remaining part of the Subscription Period following the effective date of termination.This -SectionSection 11.2 states Zensai’s entire liability and Customer’s exclusive remedy for any Claim of intellectual property infringement. 11.3 Provided that Zensai complies with the procedures in this Section 11.3, the Customer shall defend Zensai against any claims made or brought against Zensai by a third party (a) in connection with Customer’s breach of any Customer Terms to which the Customer is bound or (b) alleging infringement of third party’s intellectual property rights, or violation of privacy or other rights and this is caused by the Customer Data or Customer’s use of the Service in violation of the SAAS Agreement or arising from Customer’s combination, alterations, or integration of the Service with third party products (in this paragraph a “Claim”). Promptly upon receiving notice of a Claim, Zensai shall give the Customer a written notice of the Claim and give the Customer sole control of the defence and settlement of the Claim, and Zensai shall provide all reasonable assistance in the defence or settlement of such Claim. The Company shall be entitled to take reasonable measures to prevent the alleged infringement from continuing. The Customer shall pay damages, and all reasonable costs, finally awarded against Zensai by a court of competent jurisdiction or an arbitrator, or agreed to in a written settlement agreement signed by the Customer in connection with such Claims, (provided that the Customer cannot, without Zensai’s prior written approval, make any admissions of fact that expose Zensai to an imposition of damages or other claims). This Section 11.3 states the Customer’s entire liability and Zensai’s exclusive remedy for any Claim of intellectual property infringement.

Third Party Infringement Claims. 11.1 Except for licenses to third party components which have been integrated into the Service to become an Zensai Service, EFI and except as is expressly set forth in any Zensai Reseller Terms, Zensai does not provide the Customer with any licenses or right of use to third party software, copyrights, patents or other intellectual property rights held by a third party. The Customer must, at the Customer's own expense, license and maintain any such licences licenses from third parties which are required by the Customer for usage of the Service including, but not limited to, licenses to Microsoft services. 11.2 Provided the Customer complies with the procedures in this Section 11.2, EFI Zensai shall defend the Customer against claims made against the Customer by a third party alleging that the use of the Service infringes a patent, copyright, or trademark of the third party or misappropriates such third party’s trade secrets (in this paragraph a “Claim”), provided that such infringement is caused solely by the Service as offered by EFI Zensai and/or by its use in accordance with the applicable User Guide. EFI Zensai shall have no obligations for any and all Claims where the alleged infringement is arising from the combination of theServicethe Services with Third-Party Solutions or Customer Data or any Customer provided item, including any interoperations, alterations, or integration of software and hardware which is made to the Ser- vices Services and performed by others than EFIZensai. Promptly upon receiving notice of a Claim, the Customer shall give EFI Zensai a written notice of the Claim and give EFI Zensai sole control of the defence defense and settlement of the Claim, and the Customer shall provide all reasonable assistance in the defence defense or settlement of such Claim. EFI Zensai shall pay damages, and all reasonable costs, finally awarded against Customer by a court of competent jurisdiction or an arbitrator, arbitrator or agreed to in a written settle- ment settlement agreement signed by EFI Zensai in connection with such Claims (provided that EFI Zensai cannot, without the Customer’s prior written approval, make any admissions of fact that expose the Customer to an imposition of damages or other claims). EFI Zensai may, at its own expense and option, offer to either i) secure rights of use for the benefit of the Customer, or ii) replace or modify the Service with a non-infringing substitute, or iii) terminate the right to use the Service and refund any prepaid, unused fees to the remaining part of the Subscription Period following the effective date of termination.This -SectionSection 11.2 states Xxxxxx’s entire liability and Customer’s exclusive remedy for any Claim of intellectual property infringement. 11.3 Provided that Zensai complies with the procedures in this Section 11.3, the Customer shall defend Zensai against any claims made or brought against Zensai by a third party (a) in connection with Customer’s breach of any Customer Terms to which Customer is bound or (b) alleging infringement of third party’s intellectual property rights, or violation of privacy or other rights and this is caused by the Customer Data or Customer’s use of the Service in violation of the SAAS Agreement or arising from Customer’s combination, alterations, or integration of the Service with third party products (in this paragraph a “Claim”). Promptly upon receiving notice of a Claim, Zensai shall give the Customer a written notice of the Claim and give the Customer sole control of the defense and settlement of the Claim, and Zensai shall provide all reasonable assistance in the defense or settlement of such Claim. The Company shall be entitled to take reasonable measures to prevent the alleged infringement from continuing. The Customer shall pay damages, and all reasonable costs, finally awarded against Zensai by a court of competent jurisdiction or an arbitrator or agreed to in a written settlement agreement signed by the Customer in connection with such Claims, (provided that the Customer cannot, without Xxxxxx’s prior written approval, make any admissions of fact that expose Zensai to an imposition of damages or other claims). This Section 11.3 states the Customer’s entire liability and Xxxxxx’s exclusive remedy for any Claim of intellectual property infringement.

Third Party Infringement Claims. 11.1 5.1 Except for licenses to third party components which have been integrated into the Service, EFI does not provide the Customer with any licenses or right of use to third party software, copyrights, patents or other intellectual property rights held by a third party. The Customer must, at the Customer's own expense, license and maintain any such licences from third parties which are required by the Customer for usage of the Service including, but not limited to, licenses to Microsoft services. 11.2 5.2 Provided the Customer complies with the procedures in this Section 11.2, EFI shall defend the Customer against claims made against the Customer by a third party alleging that the Customer’s use of the Service infringes a patent, copyright, or trademark of the a third party or misappropriates such party’s trade secrets (in this paragraph a “Claim”), provided that such infringement is caused solely by the Service as offered by EFI and/or by its use in accordance with this SAAS Agreement and the applicable User Guide. EFI shall have no obligations for any and all Claims where the alleged infringement is arising from modifi- cation of the Service or the combination of theServicethe Service with any third-party intellectual property, including in- cluding any interoperations, alterations, or integration of software and hardware which is made to the Ser- vices Service and performed by others a party other than EFI. Promptly upon receiving notice of a Claim, the Customer Cus- tomer shall give EFI a written notice of the Claim and give EFI sole control of the defence and settlement of the Claim, and the Customer shall provide all reasonable assistance in the defence or settlement of such Claim. EFI shall pay damages, and all reasonable costs, finally awarded against Customer by a court of competent jurisdiction or an arbitrator, or agreed to in a written settle- ment settlement agreement signed by EFI in connection with such Claims (provided that EFI cannot, without the Customer’s prior written approval, make any admissions of fact that expose the Customer to an imposition of damages or other claims). EFI may, at its own expense and option, offer to either i) secure rights of use for the benefit of the Customer, or ii) replace or modify the Service with a non-infringing substitute, or iii) terminate the right to use the Service and refund any prepaid, unused fees to the remaining part of the Subscription Subscrip- tion Period following the effective date of termination. This Section 11.2 states EFI’s entire liability and Customer’s exclusive remedy for any claim of intellectual property infringement. 5.3 Provided that EFI complies with the procedures in this Section 11.3, the Customer shall defend EFI against any claims made or brought against EFI by a third party alleging infringement or violation of the third party’s property, privacy or other rights (in this paragraph a “Claim”) caused by use of the Customer data, Customer’s use of the Service in violation of the SAAS Agreement or arising from Cus- tomer’s combination, alterations, or integration of the Service with third party products. Promptly upon receiving notice of a Claim, EFI shall give the Customer a written notice of the Claim and give the Customer sole control of the defence and settlement of the Claim, and EFI shall provide all reasonable assistance in the defence or settlement of such Claim. The Customer shall pay damages, and all rea- sonable costs, finally awarded against EFI by a court of competent jurisdiction or an arbitrator, or agreed to in a written settlement agreement signed by the Customer in connection with such Claims, (provided that the Customer cannot, without EFI’s prior written approval, make any admissions of fact that expose EFI to an imposition of damages or other claims). This -SectionSection 11.3 states the Customer’s entire liability and EFI’s exclusive remedy for any claim of intellectual property infringement.

Third Party Infringement Claims. 11.1 Except for licenses to third party components which have been integrated into the Service to become an Zensai Service, EFI and except as is expressly set forth in any Zensai Reseller Terms, Zensai does not provide the Customer with any licenses or right of use to third party software, copyrights, patents or other intellectual property rights held by a third party. The Customer must, at the Customer's own expense, license and maintain any such licences licenses from third parties which are required by the Customer for usage of the Service including, but not limited to, licenses to Microsoft services. 11.2 Provided the Customer complies with the procedures in this Section 11.2, EFI Zensai shall defend the Customer against claims made against the Customer by a third party alleging that the use of the Service infringes a patent, copyright, or trademark of the third party or misappropriates such third party’s trade secrets (in this paragraph a “Claim”), provided that such infringement is caused solely by the Service as offered by EFI Zensai and/or by its use in accordance with the applicable User Guide. EFI Zensai shall have no obligations for any and all Claims where the alleged infringement is arising from the combination of theServicethe Services with Third-Party Solutions or Customer Data or any Customer provided item, including any interoperations, alterations, or integration of software and hardware which is made to the Ser- vices Services and performed by others than EFIZensai. Promptly upon receiving notice of a Claim, the Customer shall give EFI Zensai a written notice of the Claim and give EFI Zensai sole control of the defence and settlement of the Claim, and the Customer shall provide all reasonable assistance in the defence or settlement of such Claim. EFI Zensai shall pay damages, and all reasonable costs, finally awarded against Customer by a court of competent jurisdiction or an arbitrator, or agreed to in a written settle- ment settlement agreement signed by EFI Zensai in connection with such Claims (provided that EFI Zensai cannot, without the Customer’s prior written approval, make any admissions of fact that expose the Customer to an imposition of damages or other claims). EFI Zensai may, at its own expense and option, offer to either i) secure rights of use for the benefit of the Customer, or ii) replace or modify the Service with a non-infringing substitute, or iii) terminate the right to use the Service and refund any prepaid, unused fees to the remaining part of the Subscription Period following the effective date of termination.This -SectionSection 11.2 states Zensai’s entire liability and Customer’s exclusive remedy for any Claim of intellectual property infringement. 11.3 Provided that Zensai complies with the procedures in this Section 11.3, the Customer shall defend Zensai against any claims made or brought against Zensai by a third party (a) in connection with Customer’s breach of any Customer Terms to which Customer is bound or (b) alleging infringement of third party’s intellectual property rights, or violation of privacy or other rights and this is caused by the Customer Data or Customer’s use of the Service in violation of the SAAS Agreement or arising from Customer’s combination, alterations, or integration of the Service with third party products (in this paragraph a “Claim”). Promptly upon receiving notice of a Claim, Zensai shall give the Customer a written notice of the Claim and give the Customer sole control of the defence and settlement of the Claim, and Zensai shall provide all reasonable assistance in the defence or settlement of such Claim. The Company shall be entitled to take reasonable measures to prevent the alleged infringement from continuing. The Customer shall pay damages, and all reasonable costs, finally awarded against Zensai by a court of competent jurisdiction or an arbitrator, or agreed to in a written settlement agreement signed by the Customer in connection with such Claims, (provided that the Customer cannot, without Zensai’s prior written approval, make any admissions of fact that expose Zensai to an imposition of damages or other claims). This Section 11.3 states the Customer’s entire liability and Zensai’s exclusive remedy for any Claim of intellectual property infringement.

Third Party Infringement Claims. 11.1 Except for licenses to third party components which have been integrated into the Service to become an Zensai Service, EFI and except as is expressly set forth in any Zensai Reseller Terms, Zensai does not provide the Customer with any licenses or right of use to third party software, copyrights, patents or other intellectual property rights held by a third party. The Customer must, at the Customer's own expense, license and maintain any such licences licenses from third parties which are required by the Customer for usage of the Service including, but not limited to, licenses to Microsoft services. 11.2 Provided the Customer complies with the procedures in this Section 11.2, EFI Zensai shall defend the Customer against claims made against the Customer by a third party alleging that the use of the Service infringes a patent, copyright, or trademark of the third party or misappropriates such third party’s trade secrets (in this paragraph a “Claim”), provided that such infringement is caused solely by the Service as offered by EFI Zensai and/or by its use in accordance with the applicable User Guide. EFI Zensai shall have no obligations for any and all Claims where the alleged infringement is arising from the combination of theServicethe Services with Third-Party Solutions or Customer Data or any Customer provided item, including any interoperations, alterations, or integration of software and hardware which is made to the Ser- vices Services and performed by others than EFIZensai. Promptly upon receiving notice of a Claim, the Customer shall give EFI Zensai a written notice of the Claim and give EFI Zensai sole control of the defence and settlement of the Claim, and the Customer shall provide all reasonable assistance in the defence or settlement of such Claim. EFI Zensai shall pay damages, and all reasonable costs, finally awarded against Customer by a court of competent jurisdiction or an arbitrator, or agreed to in a written settle- ment settlement agreement signed by EFI Zensai in connection with such Claims (provided that EFI Zensai cannot, without the Customer’s prior written approval, make any admissions of fact that expose the Customer to an imposition of damages or other claims). EFI Zensai may, at its own expense and option, offer to either i) secure rights of use for the benefit of the Customer, or ii) replace or modify the Service with a non-infringing substitute, or iii) terminate the right to use the Service and refund any prepaid, unused fees to the remaining part of the Subscription Period following the effective date of termination.This -SectionSection 11.2 states Xxxxxx’s entire liability and Customer’s exclusive remedy for any Claim of intellectual property infringement. 11.3 Provided that Zensai complies with the procedures in this Section 11.3, the Customer shall defend Zensai against any claims made or brought against Zensai by a third party (a) in connection with Customer’s breach of any Customer Terms to which Customer is bound or (b) alleging infringement of third party’s intellectual property rights, or violation of privacy or other rights and this is caused by the Customer Data or Customer’s use of the Service in violation of the SAAS Agreement or arising from Customer’s combination, alterations, or integration of the Service with third party products (in this paragraph a “Claim”). Promptly upon receiving notice of a Claim, Zensai shall give the Customer a written notice of the Claim and give the Customer sole control of the defence and settlement of the Claim, and Zensai shall provide all reasonable assistance in the defence or settlement of such Claim. The Company shall be entitled to take reasonable measures to prevent the alleged infringement from continuing. The Customer shall pay damages, and all reasonable costs, finally awarded against Zensai by a court of competent jurisdiction or an arbitrator, or agreed to in a written settlement agreement signed by the Customer in connection with such Claims, (provided that the Customer cannot, without Xxxxxx’s prior written approval, make any admissions of fact that expose Zensai to an imposition of damages or other claims). This Section 11.3 states the Customer’s entire liability and Xxxxxx’s exclusive remedy for any Claim of intellectual property infringement.

Third Party Infringement Claims. 11.1 6.1 Except for licenses to third party components which have been integrated into the Service, EFI does not provide the Customer with any licenses or right of use to third party software, copyrights, patents or other intellectual property rights held by a third party. The Customer must, at the Customer's own expense, license and maintain any such licences from third parties which are required by the Customer for usage of the Service including, but not limited to, licenses to Microsoft services. 11.2 6.2 Provided the Customer complies with the procedures in this Section 11.2, EFI shall defend the Customer against claims made against the Customer by a third party alleging that the Customer’s use of the Service infringes a patent, copyright, or trademark of the a third party or misappropriates such party’s trade secrets (in this paragraph a “Claim”), provided that such infringement is caused solely by the Service as offered by EFI and/or by its use in accordance with this SAAS Agreement and the applicable User Guide. EFI shall have no obligations for any and all Claims where the alleged infringement is arising from modifi- cation of the Service or the combination of theServicethe Service with any third-party intellectual property, including in- cluding any interoperations, alterations, or integration of software and hardware which is made to the Ser- vices Service and performed by others a party other than EFI. Promptly upon receiving notice of a Claim, the Customer Cus- tomer shall give EFI a written notice of the Claim and give EFI sole control of the defence and settlement of the Claim, and the Customer shall provide all reasonable assistance in the defence or settlement of such Claim. EFI shall pay damages, and all reasonable costs, finally awarded against Customer by a court of competent jurisdiction or an arbitrator, or agreed to in a written settle- ment settlement agreement signed by EFI in connection with such Claims (provided that EFI cannot, without the Customer’s prior written approval, make any admissions of fact that expose the Customer to an imposition of damages or other claims). EFI may, at its own expense and option, offer to either i) secure rights of use for the benefit of the Customer, or ii) replace or modify the Service with a non-infringing substitute, or iii) terminate the right to use the Service and refund any prepaid, unused fees to the remaining part of the Subscription Subscrip- tion Period following the effective date of termination. This Section 11.2 states EFI’s entire liability and Customer’s exclusive remedy for any claim of intellectual property infringement. 6.3 Provided that EFI complies with the procedures in this Section 11.3, the Customer shall defend EFI against any claims made or brought against EFI by a third party alleging infringement or violation of the third party’s property, privacy or other rights (in this paragraph a “Claim”) caused by use of the Customer data, Customer’s use of the Service in violation of the SAAS Agreement or arising from Cus- tomer’s combination, alterations, or integration of the Service with third party products. Promptly upon receiving notice of a Claim, EFI shall give the Customer a written notice of the Claim and give the Customer sole control of the defence and settlement of the Claim, and EFI shall provide all reasonable assistance in the defence or settlement of such Claim. The Customer shall pay damages, and all rea- sonable costs, finally awarded against EFI by a court of competent jurisdiction or an arbitrator, or agreed to in a written settlement agreement signed by the Customer in connection with such Claims, (provided that the Customer cannot, without EFI’s prior written approval, make any admissions of fact that expose EFI to an imposition of damages or other claims). This -SectionSection 11.3 states the Customer’s entire liability and EFI’s exclusive remedy for any claim of intellectual property infringement.

Third Party Infringement Claims. 11.1 Except for licenses to third party components which have has been integrated into the ServiceServices, EFI does not provide the Customer with any licenses or right of use to third party software, copyrights, patents or other intellectual property rights held by a third party. The Customer must, at the Customer's own expense, license and maintain any such licences from third parties which are is required by the Customer for usage of the Service Services including, but not limited to, licenses to Microsoft services. 11.2 Provided the Customer complies with the procedures in this Section 11.2section 12.2, EFI shall defend the Customer against claims made against the Customer by a third party alleging that the use of the Service Services infringes a patent, copyright, or trademark of the third party or misappropriates such party’s trade secrets (“Claim”), provided that such infringement is caused solely by the Service Services as offered by EFI and/or by its use in accordance with the applicable User Guide. EFI shall have no obligations for any and all Claims where the alleged infringement is arising from the combination of theServicethe Service, including any interoperations, alterations, or integration of software and hardware which is made to the Ser- vices and performed by others than EFI. Promptly upon receiving notice of a Claim, the Customer shall give EFI a written notice of the Claim and give EFI sole control of the defence and settlement of the Claim, and the Customer shall provide all reasonable assistance in the defence or settlement of such Claim. EFI shall pay damages, and all reasonable costs, finally awarded against Customer by a court of competent jurisdiction or an arbitrator, or agreed to in a written settle- ment agreement signed by EFI in connection with such Claims (provided that EFI cannot, without the Customer’s prior written approval, make any admissions of fact that expose the Customer to an imposition of damages or other claims). EFI may, at its own expense and option, offer to either i) secure rights of use for the benefit of the Customer, or ii) replace or modify the Service Services with a non-infringing substitute, or iii) terminate the right to use the Service and refund any prepaid, unused fees to the remaining part of the Subscription Period following the effective date of termination. This section 12.1 states EFI’s entire liability and Customer’s exclusive remedy for any claim of intellectual property infringement. 11.3 Provided that EFI complies with the procedures in this section 12.3, the Customer shall defend EFI against any claims made or brought against EFI by a third party alleging infringement or violation of the third party’s property, privacy or other rights (Claims) and this is caused by the Customer data or Customer’s use of the Service in violation of the SAAS Agreement or arising from Customer’s combination, alterations, or integration of the Service with third party products. Promptly upon receiving notice of a Claim, the EFI shall give the Customer a written notice of the Claim and give the Customer sole control of the defence and settlement of the Claim, and EFI shall provide all reasonable assistance in the defence or settlement of such Claim. The Customer shall pay damages, and all reasonable costs, finally awarded against EFI by a court of competent jurisdiction or an arbitrator, or agreed to in a written settlement agreement signed by the Customer in connection with such Claims, (provided that the Customer cannot, without EFI’s prior written ap- proval, make any admissions of fact that expose EFI to an imposition of damages or other claims). This -Sectionsection 12.1 states the Customer’s entire liability and EFI’s exclusive remedy for any claim of intellectual property infringement.

Third Party Infringement Claims. 11.1 Except for licenses to third party components which have been integrated into the Service to become an EFI Service, and except as is expressly set forth in any EFI Reseller Terms, EFI does not provide the Customer with any licenses or right of use to third party software, copyrights, patents or other intellectual property rights held by a third party. The Customer must, at the Customer's own expense, license and maintain any such licences licenses from third parties which are required by the Customer for usage of the Service including, but not limited to, licenses to Microsoft services. 11.2 Provided the Customer complies with the procedures in this Section 11.2, EFI shall defend the Customer against claims made against the Customer by a third party alleging that the use of the Service infringes a patent, copyright, or trademark of the third party or misappropriates such third party’s trade secrets (in this paragraph a “Claim”), provided that such infringement is caused solely by the Service as offered by EFI and/or by its use in accordance with the applicable User Guide. EFI shall have no obligations for any and all Claims where the alleged infringement is arising from the combination of theServicethe Services with Third-Party Solutions or Customer Data or any Customer provided item, including any interoperations, alterations, or integration of software and hardware which is made to the Ser- vices Services and performed by others than EFI. Promptly upon receiving notice of a Claim, the Customer shall give EFI a written notice of the Claim and give EFI sole control of the defence and settlement of the Claim, and the Customer shall provide all reasonable assistance in the defence or settlement of such Claim. EFI shall pay damages, and all reasonable costs, finally awarded against Customer by a court of competent jurisdiction or an arbitrator, or agreed to in a written settle- ment settlement agreement signed by EFI in connection with such Claims (provided that EFI cannot, without the Customer’s prior written approval, make any admissions of fact that expose the Customer to an imposition of damages or other claims). EFI may, at its own expense and option, offer to either i) secure rights of use for the benefit of the Customer, or ii) replace or modify the Service with a non-infringing substitute, or iii) terminate the right to use the Service and refund any prepaid, unused fees to the remaining part of the Subscription Period following the effective date of termination.This -SectionSection 11.2 states EFI’s entire liability and Customer’s exclusive remedy for any Claim of intellectual property infringement. 11.3 Provided that EFI complies with the procedures in this Section 11.3, the Customer shall defend EFI against any claims made or brought against EFI by a third party (a) in connection with Customer’s breach of any Customer Terms to which Customer is bound or (b) alleging infringement of third party’s intellectual property rights, or violation of privacy or other rights and this is caused by the Customer Data or Customer’s use of the Service in violation of the SAAS Agreement or arising from Customer’s combination, alterations, or integration of the Service with third party products (in this paragraph a “Claim”). Promptly upon receiving notice of a Claim, EFI shall give the Customer a written notice of the Claim and give the Customer sole control of the defence and settlement of the Claim, and EFI shall provide all reasonable assistance in the defence or settlement of such Claim. The Company shall be entitled to take reasonable measures to prevent the alleged infringement from continuing. The Customer shall pay damages, and all reasonable costs, finally awarded against EFI by a court of competent jurisdiction or an arbitrator, or agreed to in a written settlement agreement signed by the Customer in connection with such Claims, (provided that the Customer cannot, without EFI’s prior written approval, make any admissions of fact that expose EFI to an imposition of damages or other claims). This Section 11.3 states the Customer’s entire liability and EFI’s exclusive remedy for any Claim of intellectual property infringement.

Third Party Infringement Claims. 11.1 Except for licenses to third party components which have been integrated into the Service to become an Zensai Service, EFI and except as is expressly set forth in any Zensai Reseller Terms, Zensai does not provide the Customer with any licenses or right of use to third party software, copyrights, patents or other intellectual property rights held by a third party. The Customer must, at the Customer's ’s own expense, license and maintain any such licences licenses from third parties which are required by the Customer for usage of the Service including, but not limited to, licenses to Microsoft services. 11.2 Provided the Customer complies with the procedures in this Section 11.2, EFI Zensai shall defend the Customer against claims made against the Customer by a third party alleging that the use of the Service infringes a patent, copyright, or trademark of the third party or misappropriates such third party’s trade secrets (in this paragraph a “Claim”), provided that such infringement is caused solely by the Service as offered by EFI Zensai and/or by its use in accordance with the applicable User Guide. EFI Zensai shall have no obligations for any and all Claims where the alleged infringement is arising from the combination of theServicethe Services with Third-Party Solutions or Customer Data or any Customer provided item, including any interoperations, alterations, or integration of software and hardware which is made to the Ser- vices Services and performed by others than EFIZensai. Promptly upon receiving notice of a Claim, the Customer shall give EFI Zensai a written notice of the Claim and give EFI Zensai sole control of the defence defense and settlement of the Claim, and the Customer shall provide all reasonable assistance in the defence defense or settlement of such Claim. EFI Zensai shall pay damages, and all reasonable costs, finally awarded against Customer by a court of competent jurisdiction or an arbitrator, or agreed to in a written settle- ment settlement agreement signed by EFI Zensai in connection with such Claims (provided that EFI Zensai cannot, without the Customer’s prior written approval, make any admissions of fact that expose the Customer to an imposition of damages or other claims). EFI Zensai may, at its own expense and option, offer to either i) secure rights of use for the benefit of the Customer, or ii) replace or modify the Service with a non-infringing substitute, or iii) terminate the right to use the Service and refund any prepaid, unused fees to the remaining part of the Subscription Period following the effective date of termination.This -SectionSection 11.2 states Zensai’s entire liability and Customer’s exclusive remedy for any Claim of intellectual property infringement. 11.3 Provided that Zensai complies with the procedures in this Section 11.3, the Customer shall defend Zensai against any claims made or brought against Zensai by a third party (a) in connection with Customer’s breach of any Customer Terms to which the Customer is bound or (b) alleging infringement of third party’s intellectual property rights, or violation of privacy or other rights and this is caused by the Customer Data or Customer’s use of the Service in violation of the SAAS Agreement or arising from Customer’s combination, alterations, or integration of the Service with third party products (in this paragraph a “Claim”). Promptly upon receiving notice of a Claim, Zensai shall give the Customer a written notice of the Claim and give the Customer sole control of the defence and settlement of the Claim, and Zensai shall provide all reasonable assistance in the defence or settlement of such Claim. The Company shall be entitled to take reasonable measures to prevent the alleged infringement from continuing. The Customer shall pay damages, and all reasonable costs, finally awarded against Zensai by a court of competent jurisdiction or an arbitrator, or agreed to in a written settlement agreement signed by the Customer in connection with such Claims, (provided that the Customer cannot, without Zensai’s prior written approval, make any admissions of fact that expose Zensai to an imposition of damages or other claims). This Section 11.3 states the Customer’s entire liability and Zensai’s exclusive remedy for any Claim of intellectual property infringement.

Third Party Infringement Claims. 11.1 Except for licenses to third party components which have been integrated into the Service to become an Zensai Service, EFI and except as is expressly set forth in any Zensai Reseller Terms, Zensai does not provide the Customer with any licenses or right of use to third party software, copyrights, patents or other intellectual property rights held by a third party. The Customer must, at the Customer's ’s own expense, license and maintain any such licences licenses from third parties which are required by the Customer for usage of the Service including, but not limited to, licenses to Microsoft services. 11.2 Provided the Customer complies with the procedures in this Section 11.2, EFI Zensai shall defend the Customer against claims made against the Customer by a third party alleging that the use of the Service infringes a patent, copyright, or trademark of the third party or misappropriates such third party’s trade secrets (in this paragraph a “Claim”), provided that such infringement is caused solely by the Service as offered by EFI Zensai and/or by its use in accordance with the applicable User Guide. EFI Zensai shall have no obligations for any and all Claims where the alleged infringement is arising from the combination of theServicethe Services with Third-Party Solutions or Customer Data or any Customer provided item, including any interoperations, alterations, or integration of software and hardware which is made to the Ser- vices Services and performed by others than EFIZensai. Promptly upon receiving notice of a Claim, the Customer shall give EFI Zensai a written notice of the Claim and give EFI Zensai sole control of the defence defense and settlement of the Claim, and the Customer shall provide all reasonable assistance in the defence defense or settlement of such Claim. EFI Zensai shall pay damages, and all reasonable costs, finally awarded against Customer by a court of competent jurisdiction or an arbitrator, or agreed to in a written settle- ment settlement agreement signed by EFI Zensai in connection with such Claims (provided that EFI Zensai cannot, without the Customer’s prior written approval, make any admissions of fact that expose the Customer to an imposition of damages or other claims). EFI Zensai may, at its own expense and option, offer to either i) secure rights of use for the benefit of the Customer, or ii) replace or modify the Service with a non-infringing substitute, or iii) terminate the right to use the Service and refund any prepaid, unused fees to the remaining part of the Subscription Period following the effective date of termination.This -SectionSection 11.2 states Xxxxxx’s entire liability and Customer’s exclusive remedy for any Claim of intellectual property infringement. 11.3 Provided that Zensai complies with the procedures in this Section 11.3, the Customer shall defend Zensai against any claims made or brought against Zensai by a third party (a) in connection with Customer’s breach of any Customer Terms to which the Customer is bound or (b) alleging infringement of third party’s intellectual property rights, or violation of privacy or other rights and this is caused by the Customer Data or Customer’s use of the Service in violation of the SAAS Agreement or arising from Customer’s combination, alterations, or integration of the Service with third party products (in this paragraph a “Claim”). Promptly upon receiving notice of a Claim, Zensai shall give the Customer a written notice of the Claim and give the Customer sole control of the defence and settlement of the Claim, and Zensai shall provide all reasonable assistance in the defence or settlement of such Claim. The Company shall be entitled to take reasonable measures to prevent the alleged infringement from continuing. The Customer shall pay damages, and all reasonable costs, finally awarded against Zensai by a court of competent jurisdiction or an arbitrator, or agreed to in a written settlement agreement signed by the Customer in connection with such Claims, (provided that the Customer cannot, without Xxxxxx’s prior written approval, make any admissions of fact that expose Zensai to an imposition of damages or other claims). This Section 11.3 states the Customer’s entire liability and Xxxxxx’s exclusive remedy for any Claim of intellectual property infringement.

Third Party Infringement Claims. 11.1 Except for licenses to third party components which have been integrated into the Service to become an EFI Service, and except as is expressly set forth in any EFI Reseller Terms, EFI does not provide the Customer with any licenses or right of use to third party software, copyrights, patents or other intellectual property rights held by a third party. The Customer must, at the Customer's own expense, license and maintain any such licences licenses from third parties which are required by the Customer for usage of the Service including, but not limited to, licenses to Microsoft services. 11.2 Provided the Customer complies with the procedures in this Section 11.2, EFI shall defend the Customer against claims made against the Customer by a third party alleging that the use of the Service infringes a patent, copyright, or trademark of the third party or misappropriates such third party’s trade secrets (in this paragraph a “Claim”), provided that such infringement is caused solely by the Service as offered by EFI and/or by its use in accordance with the applicable User Guide. EFI shall have no obligations for any and all Claims where the alleged infringement is arising from the combination of theServicethe Services with Third-Party Solutions or Customer Data or any Customer provided item, including any interoperations, alterations, or integration of software and hardware which is made to the Ser- vices Services and performed by others than EFI. Promptly upon receiving notice of a Claim, the Customer shall give EFI a written notice of the Claim and give EFI sole control of the defence and settlement of the Claim, and the Customer shall provide all reasonable assistance in the defence or settlement of such Claim. EFI shall pay damages, and all reasonable costs, finally awarded against Customer by a court of competent jurisdiction or an arbitrator, or agreed to in a written settle- ment settlement agreement signed by EFI in connection with such Claims (provided that EFI cannot, without the Customer’s prior written approval, make any admissions of fact that expose the Customer to an imposition of damages or other claims). EFI may, at its own expense and option, offer to either i) secure rights of use for the benefit of the Customer, or ii) replace or modify the Service with a non-infringing substitute, or iii) terminate the right to use the Service and refund any prepaid, unused fees to the remaining part of the Subscription Period following the effective date of termination.This -SectionSection 11.2 states EFI’s entire liability and Customer’s exclusive remedy for any Claim of intellectual property infringement. 11.3 Provided that EFI complies with the procedures in this Section 11.3, the Customer shall defend EFI against any claims made or brought against EFI by a third party (a) in connection with Customer’s breach of any Customer Terms to which the Customer is bound or (b) alleging infringement of third party’s intellectual property rights, or violation of privacy or other rights and this is caused by the Customer Data or Customer’s use of the Service in violation of the SAAS Agreement or arising from Customer’s combination, alterations, or integration of the Service with third party products (in this paragraph a “Claim”). Promptly upon receiving notice of a Claim, EFI shall give the Customer a written notice of the Claim and give the Customer sole control of the defence and settlement of the Claim, and EFI shall provide all reasonable assistance in the defence or settlement of such Claim. The Company shall be entitled to take reasonable measures to prevent the alleged infringement from continuing. The Customer shall pay damages, and all reasonable costs, finally awarded against EFI by a court of competent jurisdiction or an arbitrator, or agreed to in a written settlement agreement signed by the Customer in connection with such Claims, (provided that the Customer cannot, without EFI’s prior written approval, make any admissions of fact that expose EFI to an imposition of damages or other claims). This Section 11.3 states the Customer’s entire liability and EFI’s exclusive remedy for any Claim of intellectual property infringement.

Third Party Infringement Claims. 11.1 Except for licenses to third party components which have been integrated into the Service to become an Zensai Service, EFI and except as is expressly set forth in any Zensai Reseller Terms, Zensai does not provide the Customer with any licenses or right of use to third party software, copyrights, patents or other intellectual property rights held by a third party. The Customer must, at the Customer's ’s own expense, license and maintain any such licences licenses from third parties which are required by the Customer for usage of the Service including, but not limited to, licenses to Microsoft services. 11.2 Provided the Customer complies with the procedures in this Section 11.2, EFI Zensai shall defend the Customer against claims made against the Customer by a third party alleging that the use of the Service infringes a patent, copyright, or trademark of the third party or misappropriates such third party’s trade secrets (in this paragraph a “Claim”), provided that such infringement is caused solely by the Service as offered by EFI Zensai and/or by its use in accordance with the applicable User Guide. EFI Zensai shall have no obligations for any and all Claims where the alleged infringement is arising from the combination of theServicethe Services with Third-Party Solutions or Customer Data or any Customer provided item, including any interoperations, alterations, or integration of software and hardware which is made to the Ser- vices Services and performed by others than EFIZensai. Promptly upon receiving notice of a Claim, the Customer shall give EFI Zensai a written notice of the Claim and give EFI Zensai sole control of the defence and settlement of the Claim, and the Customer shall provide all reasonable assistance in the defence or settlement of such Claim. EFI Zensai shall pay damages, and all reasonable costs, finally awarded against Customer by a court of competent jurisdiction or an arbitrator, or agreed to in a written settle- ment settlement agreement signed by EFI Zensai in connection with such Claims (provided that EFI Zensai cannot, without the Customer’s prior written approval, make any admissions of fact that expose the Customer to an imposition of damages or other claims). EFI Zensai may, at its own expense and option, offer to either i) secure rights of use for the benefit of the Customer, or ii) replace or modify the Service with a non-infringing substitute, or iii) terminate the right to use the Service and refund any prepaid, unused fees to the remaining part of the Subscription Period following the effective date of termination.This -SectionSection 11.2 states Xxxxxx’s entire liability and Customer’s exclusive remedy for any Claim of intellectual property infringement. 11.3 Provided that Zensai complies with the procedures in this Section 11.3, the Customer shall defend Zensai against any claims made or brought against Zensai by a third party (a) in connection with Customer’s breach of any Customer Terms to which the Customer is bound or (b) alleging infringement of third party’s intellectual property rights, or violation of privacy or other rights and this is caused by the Customer Data or Customer’s use of the Service in violation of the SAAS Agreement or arising from Customer’s combination, alterations, or integration of the Service with third party products (in this paragraph a “Claim”). Promptly upon receiving notice of a Claim, Zensai shall give the Customer a written notice of the Claim and give the Customer sole control of the defence and settlement of the Claim, and Zensai shall provide all reasonable assistance in the defence or settlement of such Claim. The Company shall be entitled to take reasonable measures to prevent the alleged infringement from continuing. The Customer shall pay damages, and all reasonable costs, finally awarded against Zensai by a court of competent jurisdiction or an arbitrator, or agreed to in a written settlement agreement signed by the Customer in connection with such Claims, (provided that the Customer cannot, without Xxxxxx’s prior written approval, make any admissions of fact that expose Zensai to an imposition of damages or other claims). This Section 11.3 states the Customer’s entire liability and Xxxxxx’s exclusive remedy for any Claim of intellectual property infringement.