Common use of Provider Indemnification Clause in Contracts

Provider Indemnification. i. Provider shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (“Losses”) incurred by Customer resulting from any third- party claim, suit, action, or proceeding (“Third-Party Claim”) that the Services, or any use of the Services in accordance with these Terms, infringes or misappropriates such third party’s US or Canadian intellectual property rights, provided that Customer promptly notifies Provider in writing of the claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such claim. ii. If a Third-Party Claim is made or appears possible, Customer agrees to permit Provider, at Provider’s sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If Provider determines that neither alternative is reasonably available, Provider may terminate these Terms and refund the fees received by Provider from Customer for the affected Service for the remaining Service Term, effective immediately upon written notice to Customer. iii. This Section 8(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; (B) modifications to the Services not made by Provider; (C) Customer Data; or (D) Third-Party Products.

Provider Indemnification. i. (i) Provider shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including attorneys' fees) (“Losses”) incurred by Customer resulting from any third- third-party claim, suit, action, or proceeding (“Third-Third- Party Claim”) that the Services, or any use of the Services in accordance with these Termsthis Agreement, infringes or misappropriates such third party’s 's US or Canadian intellectual property rights, provided that Customer promptly notifies Provider in writing of the claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such claim. (ii. ) If such a Third-Party Claim claim is made or appears possible, Customer agrees to permit Provider, at Provider’s 's sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If Provider determines that neither alternative is reasonably available, Provider may terminate these Terms and refund the fees received by Provider from Customer for this Agreement, in its entirety or with respect to the affected Service for the remaining Service Termcomponent or part, effective immediately upon on written notice to Customer. (iii. ) This Section 8(a9(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; (B) modifications to the Services not made by Provider; or (C) Customer Data; or (D) Third-Party Products.

Provider Indemnification. i. (i) Provider shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses”) incurred by Customer resulting from any third- third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Services, or any use of the Services in accordance with these Termsthis Agreement, infringes or misappropriates such third party’s US or Canadian United States intellectual property rights, provided that Customer promptly notifies Provider in writing of the claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such claim. (ii. ) If such a Third-Party Claim claim is made or appears possible, Customer agrees to permit Provider, at Provider’s sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If Provider determines that neither alternative is reasonably available, Provider may terminate these Terms and refund the fees received by Provider from Customer for this Agreement, in its entirety or with respect to the affected Service for the remaining Service Termcomponent or part, effective immediately upon on written notice to Customer. (iii. ) This Section 8(a9(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; (B) modifications to the Services not made by Provider; or (C) Customer Data; or (D) Third-Party Products.

Provider Indemnification. i. (i) Provider shall indemnify, defend, and hold harmless Customer Client from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) (“Losses”) incurred by Customer Client resulting from any third- third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Services, or any use of the Services in accordance with these Terms, infringes or misappropriates such third party’s 's US or Canadian intellectual property rights, provided that Customer Client promptly notifies Provider in writing of the claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such claim. (ii. ) If such a Third-Party Claim claim is made or appears possible, Customer Client agrees to permit Provider, at Provider’s 's sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer Client to continue use. If Provider determines that neither alternative is reasonably available, Provider may terminate these Terms and refund the fees received by Provider from Customer for Terms, in its entirety or with respect to the affected Service for the remaining Service Termcomponent or part, effective immediately upon on written notice to CustomerClient. (iii. ) This Section 8(aS ection 9(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; (B) modifications to the Services not made by Provider; (C) Customer Client Data; or (D) Third-Party Products.

Provider Indemnification. i. (i) Provider shall indemnify, defend, and hold harmless Customer Client from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) (“Losses”) incurred by Customer Client resulting from any third- third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Services, or any use of the Services in accordance with these Terms, infringes or misappropriates such third party’s 's US or Canadian intellectual property rights, provided that Customer Client promptly notifies Provider in writing of the claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such claim. (ii. ) If such a Third-Party Claim claim is made or appears possible, Customer Client agrees to permit Provider, at Provider’s 's sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer Client to continue use. If Provider determines that neither alternative is reasonably available, Provider may terminate these Terms and refund the fees received by Provider from Customer for Terms, in its entirety or with respect to the affected Service for the remaining Service Termcomponent or part, effective immediately upon on written notice to CustomerClient. (iii. ) This Section 8(a9(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; (B) modifications to the Services not made by Provider; (C) Customer Client Data; or (D) Third-Party Products.

Provider Indemnification. i. (i) Provider shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (“including reasonable attorneys' fees) ("Losses”") incurred by Customer resulting from any third- third-party claim, suit, action, or proceeding (“Third-"Third- Party Claim”") that the Services, or any use of the Services in accordance with these Termsthis Agreement, infringes or misappropriates such third party’s US or Canadian 's intellectual property rights, provided that Customer promptly notifies Provider in writing of the claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such claim. (ii. ) If such a Third-Party Claim claim is made or appears possible, Customer agrees to permit Provider, at Provider’s 's sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If Provider determines that neither alternative is reasonably available, Provider may terminate these Terms and refund the fees received by Provider from Customer for this Agreement, in its entirety or with respect to the affected Service for the remaining Service Termcomponent or part, effective immediately upon on written notice to Customer. (iii. ) This Section 8(a) section will not apply to the extent that the alleged infringement arises from: : (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; (B) modifications to the Services not made by Provider; (C) Customer Data; or (D) Third-Party Products.technology

Provider Indemnification. i. (i) Provider shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (“including reasonable attorneys’ fees) (”Losses”) incurred by Customer resulting from any third- third-party claim, suit, action, or proceeding (“”Third-Party Claim”) that the Services, or any use of the Services in accordance with these Termsthis Agreement, infringes or misappropriates such third party’s US or Canadian intellectual property rights, provided that Customer promptly notifies Provider in writing of the claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such claim. (ii. ) If such a Third-Party Claim claim is made or appears possible, Customer agrees to permit Provider, at Provider’s sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If Provider determines that neither alternative is reasonably available, Provider may terminate these Terms and refund the fees received by Provider from Customer for this Agreement, in its entirety or with respect to the affected Service for the remaining Service Termcomponent or part, effective immediately upon on written notice to Customer. (iii. ) This Section 8(a9(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; (B) modifications to the Services not made by Provider; or (C) Customer Data; or (D) Third-Party Products.

Provider Indemnification. i. (i) Provider shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (“including reasonable attorneys' fees) ("Losses”") incurred by Customer resulting from any third- third-party claim, suit, action, or proceeding (“"Third-Party Claim”") that the Services, or any use of the Services in accordance with these Termsthis Agreement, infringes or misappropriates such third party’s 's US or Canadian intellectual property rights, provided that Customer promptly notifies Provider in writing of the claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such claim. (ii. ) If such a Third-Party Claim claim is made or appears possible, Customer agrees to permit Provider, at Provider’s 's sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If Provider determines that neither alternative is reasonably available, Provider may terminate these Terms and refund the fees received by Provider from Customer for this Agreement, in its entirety or with respect to the affected Service for the remaining Service Termcomponent or part, effective immediately upon on written notice to Customer. (iii. ) This Section 8(a10(a) will not apply to the extent that the alleged infringement arises from: : (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; (B) modifications to the Services not made by Provider; (C) Customer Data; or (D) Third-Party Products.

Provider Indemnification. i. Provider shall indemnify, defend, and hold harmless Customer Client from and against any and all losses, damages, liabilities, costs (“including reasonable attorneys' fees) ("Losses”") incurred by Customer Client resulting from any third- third-party claim, suit, action, or proceeding (“"Third-Party Claim”") that the Services, or any use of the Services in accordance with these Termsthis Agreement, infringes or misappropriates such third party’s US 's U.S. patents, copyrights, or Canadian intellectual property rightstrade secrets, provided that Customer Client promptly notifies Provider in writing of the claim, cooperates with Provider, and allows grants Provider sole authority to control the defense and settlement of such claim. ii. If such a Third-Party Claim claim is made or appears possible, Customer Client agrees to permit Provider, at Provider’s 's sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer Client to continue use. If Provider determines that neither alternative is reasonably available, Provider may terminate these Terms and refund the fees received by Provider from Customer for this Agreement, in its entirety or with respect to the affected Service for the remaining Service Termcomponent or part, effective immediately upon on written notice to Customer. iiiClient. This Section 8(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; (B) modifications to the Services not made by Provider; (C) Customer Dataclient data; or (D) Thirdthird-Party Productsparty products.

Provider Indemnification. i. (i) Provider shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including attorneys’ fees) (“Losses”) incurred by Customer resulting from any third- third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Services, or any use of the Services in accordance with these Termsthis Agreement, infringes or misappropriates such third party’s US or Canadian intellectual property rightsIntellectual Property, provided that Customer promptly notifies Provider in writing of the claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such claim. (ii. ) If such a Third-Party Claim claim is made or appears possible, Customer agrees to permit Provider, at Provider’s sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If Provider determines that neither alternative is reasonably available, Provider may terminate these Terms and refund the fees received by Provider from Customer for this Agreement, in its entirety or with respect to the affected Service for the remaining Service Termcomponent or part, effective immediately upon on written notice to Customer. (iii. ) This Section 8(a9(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; (B) modifications to the Services not made by Provider; (C) Customer Data; or (D) Third-Party Products.

Provider Indemnification. i. ‌ (i) Provider shall indemnify, defend, and hold harmless Customer Client from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) (“Losses”) incurred by Customer Client resulting from any third- third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Services, or any use of the Services in accordance with these Terms, infringes or misappropriates such third party’s 's US or Canadian intellectual property rights, provided that Customer Client promptly notifies Provider in writing of the claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such claim. (ii. ) If such a Third-Party Claim claim is made or appears possible, Customer Client agrees to permit Provider, at Provider’s 's sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer Client to continue use. If Provider determines that neither alternative is reasonably available, Provider may terminate these Terms and refund the fees received by Provider from Customer for Terms, in its entirety or with respect to the affected Service for the remaining Service Termcomponent or part, effective immediately upon on written notice to CustomerClient. (iii. ) This Section 8(a9(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; (B) modifications to the Services not made by Provider; (C) Customer Client Data; or (D) Third-Party Products.