From Provider. Provider represents and warrants to Customer that (a) it will not materially reduce the general functionality of the Cloud Service during a Subscription Period; and (b) it will perform Professional Services in a competent and professional manner.
From Provider. Provider represents and warrants that it is the owner of the System and of each and every component thereof, or the recipient of a valid license thereto, and that it has and will maintain the full power and authority to grant the rights granted in this Agreement without the further consent of any third party. Provider’s representations and warranties in the preceding sentence do not apply to use of the System in combination with hardware or software not provided by Provider. In the event of a breach of the warranty in this Section 8.1, Provider, at its own expense, will promptly take the following actions: (a) secure for Customer the right to continue using the System; (b) replace or modify the System to make it noninfringing; or (c) terminate the infringing features of the Service and refund to Customer any prepaid fees for such features, in proportion to the portion of the Term left after such termination. In conjunction with Customer’s right to terminate for breach where applicable, the preceding sentence states Provider’s sole obligation and liability, and Customer’s sole remedy, for breach of the warranty in this Section 8.1 and for potential or actual intellectual property infringement by the System.
From Provider. Provider shall defend and indemnify Distributor and Distributor’s Associates (as defined below in Section 11.3) against any “Indemnified Claim,” meaning any third-party claim, suit, or proceeding arising out of, related to, or alleging direct infringement of any patent, copyright, trade secret, or other intellectual property right by the Licensed Software. Provider’s obligations set forth in this Section 11.1 do not apply to the extent that an Indemnified Claim arises out of: (a) Distributor’s breach of this Agreement; (b) revisions to the Licensed Software made without Provider’s written consent; (c) Distributor’s failure to incorporate Upgrades that would have avoided the alleged infringement, provided Provider offered such Upgrades without charges not otherwise required pursuant to this Agreement; (d) Provider’s modification of Licensed Software in compliance with specifications provided by Distributor; or (e) use of the Licensed Software in combination with hardware or software not provided by Provider. In the event of an Indemnified Claim, Provider may exercise any of the remedies set forth in Subsections 10.1(b)(i) through 10.1(b)(iii) above, including without limitation its right therein to terminate licenses.
