Common use of Verint Indemnity Clause in Contracts

Verint Indemnity. Verint, at its sole expense, shall defend, indemnify and hold harmless Customer from any action based upon a claim that the products or services provided by Verint, used as permitted, infringes any valid third-party patent, copyright, trade secret, or other proprietary right arising under the laws of the Xxxxxx Xxxxxx, Xxxxxx Xxxxxxx, Xxxx Xxxx, Xxxxxxxxx or other countries applicable to Customer as specified on an Order, and shall reimburse Customer for all damages, costs, and expenses (including reasonable attorneys’ fees) awarded against Customer pursuant to any such actions. If the products or services become, or in Verint’s opinion is likely to become, subject of such a claim of infringement, Verint shall be entitled, at Verint’s sole option, to either procure the right for Customer to continue to use the product or service, or replace or modify it so that it becomes non-infringing. If neither of the foregoing is commercially and reasonably available to Verint, Verint may terminate the product licenses or services and refund to Customer a pro rata refund of (a) product Fees paid to Verint for the infringing product, amortized over five (5) year depreciation schedule, and (b) any remaining prepaid Fees for the infringing services. Verint shall have no obligation or liability hereunder for any claim resulting from: (i) modification of the product or service (a) by any party other than Verint, or (b) by Verint in accordance with Customer’s designs, specifications, or instructions; (ii) use of the product or service other than as granted in this Agreement; or (iii) use of the product or service in conjunction with other products or services not provided by Verint or necessary for the operation of the Verint product or service, where such infringement would not have occurred but for such use; or (iv) use of a version of the product or service other than the then-current version.

Verint Indemnity. Verint, at its sole expense, shall defend, indemnify and hold harmless Customer from any action based upon a claim that the products or services provided by Verint, used as permitted, infringes any valid third-party patent, copyright, trade secret, or other proprietary right arising under the laws of the Xxxxxx XxxxxxUnited States, Xxxxxx XxxxxxxUnited Kingdom, Xxxx XxxxHong Kong, Xxxxxxxxx Australia or other countries applicable to Customer as specified on an Order, and shall reimburse Customer for all damages, costs, and expenses (including reasonable attorneys’ fees) awarded against Customer pursuant to any such actions. If the products or services become, or in Verint’s opinion is likely to become, subject of such a claim of infringement, Verint shall be entitled, at Verint’s sole option, to either procure the right for Customer to continue to use the product or service, or replace or modify it so that it becomes non-infringing. If neither of the foregoing is commercially and reasonably available to Verint, Verint may terminate the product licenses or services and refund to Customer a pro rata refund of (a) product Fees paid to Verint for the infringing product, amortized over five (5) year depreciation schedule, and (b) any remaining prepaid Fees for the infringing services. Verint shall have no obligation or liability hereunder for any claim resulting from: (i) modification of the product or service (a) by any party other than Verint, or (b) by Verint in accordance with Customer’s designs, specifications, or instructions; (ii) use of the product or service other than as granted in this Agreement; or (iii) use of the product or service in conjunction with other products or services not provided by Verint or necessary for the operation of the Verint product or service, where such infringement would not have occurred but for such use; or (iv) use of a version of the product or service other than the then-current version.

Verint Indemnity. Verint, at its sole expense, shall defend, indemnify and hold harmless Customer from any action based upon a claim that the products or services provided by Verint, used as permitted, infringes any valid third-party patent, copyright, trade secret, or other proprietary right arising under the laws of the Xxxxxx Xxxxxx, Xxxxxx Xxxxxxx, Xxxx Xxxx, Xxxxxxxxx or other countries applicable to Customer as specified on an Order, and shall reimburse Customer for all damages, costs, and expenses (including reasonable attorneys’ fees) awarded against Customer pursuant to any such actions. If the products or services become, or in Verint’s opinion is likely to become, subject of such a claim of infringement, Verint shall be entitled, at Verint’s sole option, to either procure the right for Customer to continue to use the product or service, or replace or modify it so that it becomes non-infringing. If neither of the foregoing is commercially and reasonably available to Verint, Verint may terminate the product licenses or services and refund to Customer a pro rata refund of (a) product Fees paid to Verint for the infringing product, amortized over five (5) year depreciation schedule, and (b) any remaining prepaid Fees for the infringing services. Verint shall have no obligation or liability hereunder for any claim resulting from: (i) modification of the product or service (a) by any party other than Verint, or (b) by Verint in accordance with Customer’s designs, specifications, or instructions; (ii) use of the product or service other than as granted in this Agreement; or (iii) use of the product or service in conjunction with other products or services not provided by Verint or necessary for the operation of the Verint product or serviceSaaS Service, where such infringement would not have occurred but for such use; or (iv) use of a version of the product or service other than the then-current version.

Verint Indemnity. Verint, at its sole expense, shall defend, indemnify and hold harmless Customer from any action based upon a claim that the products or services provided by Verint, SaaS Service used as permitted, permitted infringes any valid third-party U.S. patent, copyright, trade secret, or other proprietary right arising under the laws of the Xxxxxx Xxxxxx, Xxxxxx Xxxxxxx, Xxxx Xxxx, Xxxxxxxxx or other countries applicable to Customer as specified on an Orderright, and shall reimburse Customer for all damages, costs, and expenses (including reasonable attorneys’ fees) awarded against Customer pursuant to any such actions. If the products or services becomeSaaS Service becomes, or in Verint’s opinion is likely to become, subject of such a claim of infringement, Verint shall be entitled, at Verint’s sole option, to either procure the right for Customer to continue to use the product or serviceSaaS Service, or replace or modify it so that it becomes non-infringing. If neither of the foregoing is commercially and reasonably available to Verint, Verint may terminate the product licenses or services SaaS Service and refund to Customer a pro rata refund of (a) product Fees paid to Verint for the infringing product, amortized over five (5) year depreciation schedule, and (b) any remaining prepaid SaaS Access Fees for the infringing servicesapplicable to those SaaS Services. Verint shall have no obligation or liability hereunder for any claim resulting from: (i) modification of the product or service SaaS Service (a) by any party other than Verint, or (b) by Verint in accordance with Customer’s designs, specifications, or instructions; (ii) use of the product or service SaaS Service other than as granted in this Agreement; or (iii) use of the product or service SaaS Service in conjunction with other products or services not provided by Verint or necessary for the operation of the Verint product or serviceSaaS Service, where such infringement would not have occurred but for such use; or (iv) use of a version of the product or service SaaS Service other than the then-then- current versionversion where Customer has requested the prior version remain in use.