Our Indemnification Obligations. We shall defend and/or settle, at Our expense, any third-party claim brought against You or Your Representatives alleging that Your use of the Services (or any part thereof) in compliance with the terms of this Agreement infringes the Proprietary Rights of such third-party (“Infringement Claim ”). We shall indemnify You and Your Representatives against any Losses arising from the Infringement Claim or settlement amounts agreed to in writing by Us in relation to the Infringement Claim. In the event of an Infringement Claim, and in addition to our indemnity obligations, We shall, at Our option and expense: (i) modify or replace the affected Service to eliminate the alleged infringement without loss of material functionality; (ii) procure a license to enable You to continue using the Services; or (iii) terminate Your Order for the affected Services with immediate effect and reimburse You any prepaid Fees covering the remainder of the applicable Subscription Term.
Our Indemnification Obligations. We shall defend and/or settle, at Our expense, any third-party claim brought against You, Your Affiliates or Your Representatives alleging that use of the Services (or any part thereof) in compliance with the terms of this Agreement infringes the Proprietary Rights of such third-party (“Infringement Claim ”). We shall indemnify You and Your Representatives against any Losses arising from the Infringement Claim or settlement amounts agreed to in writing by Us in relation to the Infringement Claim. In the event of an Infringement Claim, and in addition to our indemnity obligations, We shall, at Our option and expense: (i) modify or replace the affected Service to eliminate the alleged infringement without loss of material functionality;
Our Indemnification Obligations. Subject to 12.2, we will indemnify, hold harmless and defend you against any loss, damage or cost (including reasonable legal fees) incurred in connection with claims, actions, demands, suits, or proceedings (each a “Claim”) made or brought against you by a third party alleging that the Cloud Services and/or the Documentation infringes a valid United States, Canadian, United Kingdom or European intellectual property right other than a patent reading on a standard (e.g. IEEE) whether essential or not. This section 12.1 shall not apply to any Claim resulting from: (a) the combination of the Cloud Services with any hardware, software, system, or service which is not owned, supplied, and/or developed directly by us; (b) our implementation of any design you provide us; (c) your failure to implement corrections or modifications provided by us if implementation would prevent the infringement, or (d) your alteration or modification of the Cloud Services. This Section 12.1 states our sole liability and your exclusive remedy for any Claims covered under this Section 12.1 (Our Indemnification Obligations). In the event of an intellectual property right Claim, we may in our sole option and without further obligation to you either (a) obtain the right for you to continue using the Cloud Services and/or Documentation; (b) replace or modify the Cloud Services and/or Documentation so that it becomes non-infringing; or (c) if such remedies are not reasonably available, terminate this Agreement.
Our Indemnification Obligations. Dell will defend, indemnify and hold you harmless from and against all claims by a third party against you arising from or relating to: (i) any claims or allegations that the Dell Offering as provided by Dell infringes any valid patent copyright, trade secret, or other intellectual property right of a third party enforceable under the laws of the Territory; or (ii) our use of your licensed proprietary indicia, trademarks, service marks, trade names, logos, symbols and/or brand names in a manner not permitted under this Agreement. 010812 Version 5 CPA_FI_V4_20130118_EN Copyright Dell Inc. Notwithstanding the foregoing, we will have no obligation to indemnify to the extent a claim arises from or relates to: equipment, software or services not provided by us; or (y) modifications to the Dell Offering and ancillary software and documentation made by or at the direction of you or an End-customer.
Our Indemnification Obligations. Dell will defend, indemnify and hold you harmless from and against all claims by a third party against you arising from or relating to: (i) any claims or allegations that the Dell Offering as provided by Dell infringes any valid patent copyright, trade secret, or other intellectual property right of a third party enforceable under the laws of the Territory; or (ii) our use of your licensed proprietary indicia, trademarks, service marks, trade names, logos, symbols and/or brand names in a manner not permitted under this Agreement. Notwithstanding the foregoing, we will have no obligation to indemnify to the extent a claim arises from or relates to: equipment, software or 090113 Version 4.1 CPA_UK_V4_20130118_EN Copyright Dell Inc. services not provided by us; or (y) modifications to the Dell Offering and ancillary software and documentation made by or at the direction of you or an End-customer.
Our Indemnification Obligations. We will defend and indemnify you and your officers, employees, regents, agents, and other representatives from any and all third-party claims arising from the negligence or wrongful acts or omissions of us or our Affiliates, or each of our respective officers, members, employees, agents, and other representatives under this Agreement or in connection with the use of Compass or the Compass Services. We will keep you reasonably apprised of the continuing status of any such claim and will permit you, at your expense, to participate in the defense of settlement of such claim. We will have no obligation under this section for claims settled without our prior written approval.
Our Indemnification Obligations. We shall defend and/or settle, at Our expense, any third-party claim brought against You, Your Affiliates or Your Representatives alleging that use of the Services (or any part thereof) in compliance with the terms of this Agreement infringes the Proprietary Rights of such third-party (“Infringement Claim”). We shall indemnify You and Your Representatives against any Losses arising from the Infringement Claim or settlement amounts agreed to in writing by Us in relation to the Infringement Claim. In the event of an Infringement Claim, and in addition to our indemnity obligations, We shall, at Our option and expense: (i) modify or replace the affected Service to eliminate the alleged infringement without loss 11.1 当社の補償義務 本契約条件に基づく本サービス（またはその一部）の利用が第三者の財産権を侵害しているとして、当該第三者✎らお客様、お客様の関連会社またはお客様の代表者に対して請求が なされた場合（以下、「侵害請求」といいます）、当社は、当該請求を当社の費用負担にて防御および/または解決するものとします。当社は、お客様およびお客様の代表者に対し、当該侵害請求に起因するあらゆる損失を補償する✎、または当該侵害請求について当社が書面で同意した金額を和解金として支払います。侵害請求が発生した場合、当社の補償義務に加えて、当社は、自らの選択により、自らの費用負担において、（i）申し立てられた侵害を重大な機能を損なう❦となく解消するために、影響を受けたサービスを修正もしくは交換する、（ii）お客様が本サービスを引き続き利用できるようにするためにライセンスを取得する、または（iii）影響を受けたサービスに対する注文書を即時に終了し、該当するサブスク リプション期間の残りの部分に対して事前に支払われた料金をお客 of material functionality; (ii) procure a license to enable You to continue using the Services; or (iii) terminate Your Order for the affected Services with immediate effect and reimburse You any prepaid Fees covering the remainder of the applicable Subscription Term. 様に払い戻す、のいずれ✎を行います。
Our Indemnification Obligations. We shall defend and/or settle, at Our expense, any third- party claim brought against You or Your Representatives alleging that Your use of the Services (or any part thereof) in compliance with the terms of this Agreement infringes the Proprietary Rights of such third-party (“Infringement Claim”). We shall indemnify You
Our Indemnification Obligations. We shall have the right to intervene to defend and/or settle, at Our expense, any third-party claim brought against You, Your Affiliates or Your Representatives alleging that use of the Services (or any part thereof) in compliance with the terms of this Agreement infringes the Proprietary Rights of such third-party (“Infringement Claim”). Nothing contained herein shall be construed in derogation of the U.S. Department of Justice’s right to defend any claim or action brought against the U.S., pursuant to its jurisdictional statute 28 U.S.C. §516. We shall indemnify You and Your Representatives against any Losses arising from the Infringement Claim or settlement amounts agreed to in writing by Us in relation to the Infringement Claim. In the event of an Infringement Claim, and in addition to our indemnity obligations, We shall, at Our option and expense: (i) modify or replace the affected Service to eliminate the alleged infringement without loss of material functionality; (ii) procure a license to enable You to continue using the Services; or (iii) terminate Your Order for the affected Services with immediate effect and reimburse You any prepaid Fees covering the remainder of the applicable Subscription Term.
Our Indemnification Obligations. We agree to indemnify, defend, and hold You harmless from and against any claims brought by Third Parties arising from or relating to Our violation of a Third Party’s Intellectual Property Rights directly arising out of Your use of the Services in accordance with the terms of this Agreement. Notwithstanding the foregoing, We shall have no indemnification obligation with respect to any claims (i) arising out of or related to Your Data (ii) to Your violation of any Applicable Laws; (iii) Your violation, whether alleged or actual, of any Third Party rights, including but not limited to Data protection and privacy rights.
