Renoworks Indemnity Sample Clauses

Renoworks Indemnity. Renoworks will defend, indemnify and hold Client harmless from and against all third party claims, suits, demands, or actions (“Claims”), and shall indemnify Client against all costs, expenses and resulting damages awarded (including reasonable attorneys’ fees) to the extent arising from: (i) a claim that the Service, as provided, infringes any Intellectual Property of a third party in Canada or the United States; or (ii) any grossly negligent, willful misconduct or fraudulent action of Renoworks. Notwithstanding the foregoing, Renoworks shall have no liability to Client for any infringement action which arises out of a breach of the terms and conditions of this Agreement by Client or Client’s use of the Service (1) after it has been modified by Client or a third party without Renoworks’ prior written consent, or (2) in combination with any other service, equipment, software or process not provided by Renoworks. In the event that the Service are held to or believed by Renoworks to infringe, Renoworks will have the option to: (A) replace or modify the Service to be non-infringing, provided that such modification or replacement contains substantially similar features and functionality; (B) obtain for Client the right to continue using the Service; or (C) if both (A) and (B) are not reasonably practicable, terminate this Agreement and refund to Client the pro rata portion of the Subscription Fee paid to Renoworks for the Service not provided by Renoworks after the date of termination.