Indemnified IP Claim definition

Indemnified IP Claim a Claim alleging that the SaaS Services, as used in accordance with the Agreement and the Documentation, infringe any patent, trademark, or copyright enforceable under the laws of the Primary Market or the European Community, excluding any Claim based upon: (a) the combination, operation, or use of SaaS Services with any non- 8x8 product, device, service, or software; (b) the alteration or modification of SaaS Services other than by 8x8 or its authorized subcontractors; or (c) 8x8’s or its Partner’s alteration or modification of SaaS Services at Customer’s request.
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Indemnified IP Claim a Claim alleging the SaaS Services, as used in accordance with the Agreement and the Documentation, infringe any patent, trademark, or copyright enforceable under the Laws of the Primary Market or the European Union other than Claims based upon: (a) the combination, operation, or use of SaaS Services with any non-8x8 product or service; (b) the alteration or modification of SaaS Services other than by the 8x8 Providers; or (c) the 8x8 Providers’ modification of SaaS Services at Customer’s request. “Laws” – US, foreign, international, national, state, provincial, territorial, municipal, local, or other laws, regulations, codes, ordinances, treaties, conventions, writs, decrees, resolutions, promulgations, or legally-binding orders, rulings, or demands.
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Indemnified IP Claim has the meaning ascribed thereto in clause 11.6;
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Examples of Indemnified IP Claim in a sentence

  • If an Indemnified IP Claim under this Section occurs or if Octagos determines that an Indemnified IP Claim is likely to occur, Octagos shall at its option: (a) obtain a right for Customer to continue using such Software; (b) modify such Software to make it a non-infringing equivalent or (c) replace such Software with a non-infringing equivalent.

  • In the event Expedia receives information concerning an intellectual property infringement claim (including an Indemnified IP Claim) related to the Expedia Tools, Expedia may at its expense, without obligation to do so, either (i) procure for TRX the right to continue to use the alleged infringing release of the Expedia Tools, or (ii) replace or modify the Expedia Tools to make them non-infringing, and in which case, TRX shall thereupon cease use of the alleged infringing release of the Expedia Tools.

  • In the event TRX receives information concerning an intellectual property infringement claim (including an Indemnified IP Claim) related to the TRX Tools, TRX may at its expense, without obligation to do so, either (i) procure for Expedia the right to continue to use the alleged infringing release of the TRX Tools, or (ii) replace or modify the release of the TRX Tools to make it non-infringing, and in which case, Expedia shall thereupon cease use of the alleged infringing release of the TRX Tools.

  • Airlock Digital’s obligations under this clause 14.1 is Airlock Digital’s sole liability to You in connection with any Indemnified IP Claim.

  • For the avoidance of doubt, an IP Claim does not include a Non- Indemnified IP Claim.

  • SIPspace shall (a) defend Customer, its Affiliates, and their personnel (collectively, the “Customer Parties”) from and against any Indemnified IP Claim threatened or brought against any of them by any third party and (b) indemnify and hold harmless the Customer Parties against any damages, attorneys’ fees, defense costs, and other losses (collectively, “Losses”) payable by them pursuant to the adjudication or settlement of any Indemnified IP Claim.

  • If an Indemnified IP Claim under this Section occurs or if Company determines that an Indemnified IP Claim is likely to occur, Company shall at its option: (a) obtain a right for Pharmacy to continue using such Software; (b) modify such Software to make it a non-infringing equivalent; or (c) replace such Software with a non-infringing equivalent.

  • Consultant’s obligations pursuant to Section 10.2 will be excused to the extent that City’s or any of City’s Associates’ failure to provide prompt notice of the Indemnified IP Claim or reasonably to cooperate materially prejudices the defense.

  • Consultant will control the defense of any Indemnified IP Claim, including appeals, negotiations, and any settlement or compromise thereof; provided that Consultant will not admit fault by City or agree to any settlement that would impose obligations or restrictions on City (other than payment of sums which would be paid by Consultant under this Section) without City’s prior written consent, not to be unreasonably withheld, delayed or conditioned City.

  • If an Indemnified IP Claim under this Article occurs or if Octagos determines that an Indemnified IP Claim is likely to occur, Octagos shall at its option: (a) obtain a right for Octagos Customer to continue using such Software; (b) modify such Software to make it a non-infringing equivalent; or (c) replace such Software with a non-infringing equivalent.