Common use of PFT Clause in Contracts

PFT. PFT agrees to defend or settle (at PFT’s expense and in PFT’s sole discretion) any claim, suit or proceeding brought by a third party against you to the extent that it is based on a claim that the System infringes any copyright, patent, registered trademark, or other intellectual property right or constitutes a misappropriation of a trade secret. Such indemnity, however, is specifically exclusive of any such claims which arise or result from (i) your misuse of the System; (ii) alteration of the System by you; (iii) your use of the System in combination with apparatus, hardware, software or services not provided, authorized or furnished by PFT (including any use or combination of the System via the API); and (iv) your use of the System in a manner that violates applicable law or regulation of any governmental authority or self-regulatory agency or authority, this Agreement, the Operating Procedures or in a manner for which the System was neither designed or contemplated. You shall promptly notify PFT in writing of any claim, suit or proceeding that PFT may have obligations with respect to under this Section 10.2. You shall cooperate with PFT at PFT’s expense regarding the defense of any suit or threatened suit. PFT shall have full control of any such claim, proceeding or suit and the authority to settle or otherwise dispose of any such suit or threatened suit, and to appeal any adverse judgment which may be entered. PFT shall not be responsible for any compromise or settlement made without its consent. Upon written notice of a claim that the System is infringing a third party’s intellectual property rights, PFT may, but is not obligated to (i) modify or replace the System to make it non-infringing; (ii) procure any rights from any third party necessary to offer the System; or (iii) terminate providing the System, in each case in full satisfaction of its obligations pursuant to this Section 10.2. The foregoing states PFT’s complete obligation and your sole and exclusive remedy for infringement claims arising under or related to this Agreement.

PFT. PFT agrees to defend or settle (at PFT’s ’ expense and in PFT’s ’ sole discretion) any claim, suit or proceeding brought by a third party against you to the extent that it is based on a claim that the System infringes any copyright, patent, registered trademark, or other intellectual property right or constitutes a misappropriation of a trade secret. Such indemnity, however, is specifically exclusive of any such claims which arise or result from (i) your misuse of the System; (ii) alteration of the System by you; (iii) your use of the System in combination with apparatus, hardware, software or services not provided, authorized or furnished by PFT (including any use or combination of the System via the API); and (iv) your use of the System in a manner that violates applicable law or regulation of any governmental authority or self-regulatory agency or authority, this Agreement, the Operating Procedures or in a manner for which the System was neither designed or contemplated. You shall promptly notify PFT in writing of any claim, suit or proceeding that PFT may have obligations with respect to under this Section 10.2. You shall cooperate with PFT at PFT’s ’ expense regarding the defense of any suit or threatened suit. PFT shall have full control of any such claim, proceeding or suit and the authority to settle or otherwise dispose of any such suit or threatened suit, and to appeal any adverse judgment which may be entered. PFT shall not be responsible for any compromise or settlement made without its consent. Upon written notice of a claim that the System is infringing a third party’s intellectual property rights, PFT may, but is not obligated to (i) modify or replace the System to make it non-infringing; (ii) procure any rights from any third party necessary to offer the System; or (iii) terminate providing the System, in each case in full satisfaction of its obligations pursuant to this Section 10.2. The foregoing states PFT’s ’ complete obligation and your sole and exclusive remedy for infringement claims arising under or related to this Agreement.