Common use of Indemnification by Us Clause in Contracts

Indemnification by Us. We will defend you against any third-party claim that the Services, Software or Support infringe any third-party IPR and will indemnify you for amounts awarded against you in judgment or paid in settlement of such a claim. You must provide prompt notice of a claim and co-operate with Our defence or settlement of it. You must not make any admission or statement in relation to it or attempt to settle it. We will have sole authority to defend and/or settle it. You must mitigate any losses or costs that you do, or may otherwise, incur. In defence or settlement of such a claim We may at Our expense and discretion: (a) obtain the right for you to continue using the infringing or allegedly infringing material; (b) replace or modify the Services, Software or Support so it or they no longer infringe; or (c) terminate this MSA through notice to you and refund any Fees paid in advance for the unused remainder of your current Subscription Period. You will co-operate with Us in relation to the option We take. We will not be liable to you under this Section to the extent that an alleged infringement is based on: a modification of the Services, Software or Support other than by Us; the combination of any of them with a third-party product, or data or software not expressly authorized by Us; your breach of this MSA; or, an issue that could have been resolved if you had updated or upgraded to a later version of the Services, Software or Support as set out in this MSA. This Section sets out your sole and exclusive right and remedy (and Our entire obligation and liability) for claims that the Services, Software, and/or Support infringes, misappropriates, or otherwise violates IPRs or other proprietary rights of a third-party.

Indemnification by Us. We will shall defend you You against any third-claim, demand, suit, or proceeding (“Claim”) made or brought against You by a third party claim alleging that the Services, Software use of the Services as permitted hereunder infringes or Support infringe any third-party IPR and will indemnify you for amounts awarded against you in judgment or paid in settlement of such a claim. You must provide prompt notice misappropriates the intellectual property rights of a claim third party, and co-operate shall indemnify You for any damages finally awarded against, and for reasonable attorney fees incurred by, You in connection with Our defence or settlement of it. any such Claim; provided, that You must not make any admission or statement in relation to it or attempt to settle it. We will have sole authority to defend and/or settle it. You must mitigate any losses or costs that you do, or may otherwise, incur. In defence or settlement of such a claim We may at Our expense and discretion: (a) obtain promptly give Us written notice of the right for you to continue using the infringing or allegedly infringing materialClaim; (b) replace give Us sole control of the defense and settlement of the Claim (provided that We may not settle any Claim unless the settlement unconditionally releases You of all liability and You may not make any admissions or settlements without Our prior written consent); (c) provide to Us all reasonable assistance, at Our expense; and (d) provided that such infringement or misappropriation of any third party's intellectual property rights is not resulting from: (i) Your or Your Users misuse of the Services or the Site; (ii) Your use of the Services together with a Third Party Application or integration; or (iii) from non-compliance by You or Your Users of the terms and conditions contained herein. In the event of a Claim against You, or if We reasonably believe the Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services, Software or Support Services so it or that they no longer infringe; infringe or misappropriate, without breaching Our warranties under Section 9.1 (Our Warranties) above, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or (ciii) terminate this MSA through Your User subscriptions for such Services upon 30 days’ written notice to you and refund to You any Fees paid in advance for prepaid fees covering the unused remainder of your current Subscription Period. You will co-operate with Us in relation to the option We take. We will not be liable to you under this Section to term of such User subscriptions after the extent that an alleged infringement is based on: a modification effective date of the Services, Software or Support other than by Us; the combination of any of them with a third-party product, or data or software not expressly authorized by Us; your breach of this MSA; or, an issue that could have been resolved if you had updated or upgraded to a later version of the Services, Software or Support as set out in this MSA. This Section sets out your sole and exclusive right and remedy (and Our entire obligation and liability) for claims that the Services, Software, and/or Support infringes, misappropriates, or otherwise violates IPRs or other proprietary rights of a third-partytermination.

Indemnification by Us. We will defend you against any third-party claim that the Services, Software or Support infringe any third-party IPR and will indemnify you for amounts awarded against you in judgment or paid in settlement of such a claim. You must provide prompt notice ; provided that: (i) you comply with the terms of this Section 13.1; (ii) the claim does not arise from your intentional tortious act or negligence; and, (iii) you have not compromised or settled such a claim and cothird-operate with Our defence or settlement of it. You must not make any admission or statement in relation to it or attempt to settle it. We will have sole authority to defend and/or settle it. You must mitigate any losses or costs that you do, or may otherwise, incurparty claim. In defence or settlement of such a claim We may at Our expense and discretion: (a) obtain the right for you to continue using the infringing or allegedly infringing material; (b) replace or modify the Services, Software or Support so it or they no longer infringe; or (c) terminate this MSA through notice to you and refund any Fees paid in advance for the unused remainder of your current Subscription Period. You will co-operate with Us in relation to the option We take. We will not be liable to you under this Section to the extent that an alleged infringement is based on: a modification of the Services, Software or Support other than by Us; the combination of any of them with a third-third- party product, or data or software not expressly authorized by Ussoftware; your breach of this MSA; or, an issue that could have been resolved if you had updated or upgraded to a later version of the Services, Software or Support as set out in this MSASupport. This Section sets out your sole and exclusive right and remedy (and Our entire obligation and liability) for claims that the Services, Software, and/or Support infringesinfringe, misappropriatesmisappropriate, or otherwise violates violate IPRs or other proprietary rights of a third-party.

Indemnification by Us. We will defend you against any third-party claim that the Services, Software or Support infringe any third-party IPR and will indemnify you for amounts awarded against you in judgment or paid in settlement of such a claim; provided that: (i) you comply with the terms of this Section 13.1; (ii) the claim does not arise from your intentional tortious act or negligence; and, (iii) you have not compromised or settled such a third-party claim. You must provide prompt notice of a claim and co-operate with Our defence or settlement of itit at Our cost. You must not make any admission or statement in relation to it or attempt to settle it. We will have sole authority to defend control the defence and/or settle itsettlement of such a claim. You must mitigate any losses or costs that you do, or may otherwise, incur. In defence or settlement of such a claim We may at Our expense and discretion: (a) obtain the right for you to continue using the infringing or allegedly infringing material; (b) replace or modify the Services, Software or Support so it or they no longer infringe; or (c) terminate this MSA through notice to you and refund any Fees paid in advance for the unused remainder of your current Subscription Period. You will co-operate with Us in relation to the option We take. We will not be liable to you under this Section to the extent that an alleged infringement is based on: a modification of the Services, Software or Support other than by Us; the combination of any of them with a third-third- party product, or data or software not expressly authorized by Us; your breach of this MSA; or, an issue that could have been resolved if you had updated or upgraded to a later version of the Services, Software or Support as set out in this MSA. This Section sets out your sole and exclusive right and remedy (and Our entire obligation and liability) for claims that the Services, Software, and/or Support infringesinfringe, misappropriatesmisappropriate, or otherwise violates violate IPRs or other proprietary rights of a third-party.

Indemnification by Us. We will defend you against any third-party claim that the Services, Software or Support infringe any third-party IPR and will indemnify you for amounts awarded against you in judgment or paid in settlement of such a claim. You must provide prompt notice of a claim and co-operate with Our defence or settlement of it. You must not make any admission or statement in relation to it or attempt to settle it. We will have sole authority to defend and/or settle it. You must mitigate any losses or costs that you do, or may otherwise, incur. In defence or settlement of such a claim We may at Our expense and discretion: (a) obtain the right for you to continue using the infringing or allegedly infringing material; (b) replace or modify the Services, Software or Support so it or they no longer infringe; or (c) terminate this MSA through notice to you and refund any Fees fees paid in advance for the unused remainder of your current Subscription Period. You will co-operate with Us in relation to the option We take. We will not be liable to you under this Section to the extent that an alleged infringement is based on: a modification of the Services, Software or Support other than by Us; the combination of any of them with a third-party product, or data or software not expressly authorized by Us; your breach of this MSA; or, an issue that could have been resolved if you had updated or upgraded to a later version of the Services, Software or Support as set out in this MSA. This Section sets out your sole and exclusive right and remedy (and Our entire obligation and liability) for claims that the Services, Software, and/or Support infringes, misappropriates, or otherwise violates IPRs or other proprietary rights of a third-party.

Indemnification by Us. We will defend you against any third-party claim that the Services, Software or Support infringe any third-party IPR and will indemnify you for amounts awarded against you in judgment or paid in settlement of such a claim; provided that you comply with the terms of this Section 13.1. You must provide prompt notice of a claim and co-operate with Our defence or settlement of it. You must not make any admission or statement in relation to it or attempt to settle it. We will have sole authority to defend control the defence and/or settle itsettlement of such a claim. You must mitigate any losses or costs that you do, or may otherwise, incur. In defence or settlement of such a claim We may at Our expense and discretion: (a) obtain the right for you to continue using the infringing or allegedly infringing material; (b) replace or modify the Services, Software or Support so it or they no longer infringe; or (c) terminate this MSA through notice to you and refund any Fees paid in advance for the unused remainder of your current Subscription Period. You will co-operate with Us in relation to the option We take. We will not be liable to you under this Section to the extent that an alleged infringement is based on: a modification of the Services, Software or Support other than by Us; the combination of any of them with a third-third- party product, or data or software not expressly authorized by Us; your breach of this MSA; or, an issue that could have been resolved if you had updated or upgraded to a later version of the Services, Software or Support as set out in this MSA. This Section sets out your sole and exclusive right and remedy (and Our entire obligation and liability) for claims that the Services, Software, and/or Support infringes, misappropriates, or otherwise violates IPRs or other proprietary rights of a third-party.

Indemnification by Us. We will defend you against any third-party claim that the Services, Services and/or Software or Support infringe any third-party IPR and will indemnify you for amounts awarded against you in judgment or paid in settlement of such a claim. You must provide prompt notice ; provided: (i) you comply with the terms of a this Sections 12.1 and 12.3; (ii) the claim and co-operate with Our defence does not arise from your intentional tortious act or settlement of it. You must negligence; and, (iii) you have not make any admission compromised or statement in relation to it or attempt to settle it. We will have sole authority to defend and/or settle it. You must mitigate any losses or costs that you do, or may otherwise, incursettled the claim. In defence or settlement of such a claim We may at Our expense and discretion: (a) obtain the right for you to continue using the infringing or allegedly infringing material; (b) replace or modify the Services, Services and/or Software or Support so it or they no longer infringe; or (c) terminate this MSA through notice to you and refund any Fees paid in advance for which relate to the unused remainder period after the effective date of your current Subscription Periodtermination. You will co-operate with Us in relation to the option We take. We will not be liable to you under this Section to the extent that an alleged infringement a claim is based on: a modification of the Services, Services or Software or Support other than by Us; the combination of any of them with a third-party product, or data or software not expressly authorized by Ussoftware; your breach of this MSA; or, an issue that could have been resolved if you had updated or upgraded to a later version of the ServicesSoftware; or, Software or Support as set out claims of infringement of IPR in this MSAwhich you have an interest. This Section sets out your sole and exclusive right and remedy (and Our entire obligation and liability) for claims that the Services, Software, and/or Support infringesinfringe, misappropriatesmisappropriate, or otherwise violates violate IPRs or other proprietary rights of a third-party.

Indemnification by Us. We will defend you and your Affiliates against any third-claim, demand, or proceeding made or brought against you by a third party claim alleging that the ServicesServices infringe such third party’s patent, Software copyright, mask work, trademark or Support infringe any third-party IPR trade secret (a “Claim”), and will indemnify you for amounts from any damages, attorney fees and costs finally awarded against you in judgment or paid in settlement of such as a claim. You must provide prompt notice result of a claim and co-operate with Our defence or settlement of it. You must not make any admission or statement in relation to it or attempt to settle it. We will have sole authority to defend and/or settle it. You must mitigate any losses or costs Claim, provided that you do, or may otherwise, incur. In defence or settlement of such a claim We may at Our expense and discretion: (a) obtain promptly give us written notice of the right for you to continue using the infringing or allegedly infringing material; Claim, (b) replace or modify give us sole control of the Servicesdefense and settlement of the Claim (except that we may not settle any Claim unless it unconditionally releases you from all liability), Software or Support so it or they no longer infringe; or and (c) terminate this MSA through notice at our expense, give us reasonable assistance. If we receive information about an infringement claim related to you and refund any Fees paid in advance for the unused remainder of your current Subscription Period. You will co-operate with Us in relation to the option We take. We will not be liable to you under this Section to the extent that an alleged infringement is based on: a modification of the Services, Software we may, in our discretion (i) modify the Services so that they are no longer claimed to infringe, (ii) obtain a license for your continued use of your Purchased Service, or Support other than by Us; (iii) terminate your Order(s) for the allegedly infringing Service with 30 days’ prior written notice. We will refund you any prepaid fees covering the remainder of the term of all affected Orders. These defense and indemnification obligations do not apply if (1) a Claim arises from the use or combination of any of them the Services with a third-party productsoftware, hardware, data, or data processes not provided by Ekata, if the Services or software use thereof would not expressly authorized by Usinfringe without such combination; (2) a Claim arises from Services under an Order for which there is no charge; or (3) a Claim arises from your or your Affiliates’ breach of this MSA; or, an issue that could have been resolved if you had updated or upgraded to a later version of the Services, Software or Support as set out in this MSA. This Section sets out your sole and exclusive right and remedy (and Our entire obligation and liability) for claims that the Services, Software, and/or Support infringes, misappropriates, or otherwise violates IPRs or other proprietary rights of a third-partyAgreement.

Indemnification by Us. We will defend you against any third-party claim that the Services, Services and/or Software or Support infringe any third-party IPR and will indemnify you for amounts awarded against you in judgment or paid in settlement of such a claim. You must provide prompt notice ; provided: (i) you comply with the terms of a this Sections 10.1 and 10.3; (ii) the claim and co-operate with Our defence does not arise from your intentional tortious act or settlement of it. You must negligence; and, (iii) you have not make any admission compromised or statement in relation to it or attempt to settle it. We will have sole authority to defend and/or settle it. You must mitigate any losses or costs that you do, or may otherwise, incursettled the claim. In defence or settlement of such a claim We may at Our expense and discretion: (a) obtain the right for you to continue using the infringing or allegedly infringing material; (b) replace or modify the Services, Services and/or Software or Support so it or they no longer infringe; or (c) terminate this MSA XXXX through notice to you and refund any refund, via the Reseller, Fees paid in advance for which relate to the unused remainder period after the effective date of your current Subscription Periodtermination. You will co-operate with Us in relation to the option We take. We will not be liable to you under this Section to the extent that an alleged infringement a claim is based on: a modification of the Services, Services or Software or Support other than by Us; the combination of any of them with a third-third- party product, or data or software not expressly authorized by Ussoftware; your breach of this MSAXXXX; or, an issue that could have been resolved if you had updated or upgraded to a later version of the ServicesSoftware; or, Software or Support as set out claims of infringement of IPR in this MSAwhich you have an interest. This Section sets out your sole and exclusive right and remedy (and Our entire obligation and liability) for claims that the Services, Software, and/or Support infringesinfringe, misappropriatesmisappropriate, or otherwise violates violate IPRs or other proprietary rights of a third-party.