WellSky Indemnity Sample Clauses
The WellSky Indemnity clause establishes that one party, typically WellSky, agrees to protect the other party from certain losses, damages, or legal claims arising from specific actions or omissions related to the agreement. In practice, this means WellSky may be responsible for covering costs if their products, services, or employees cause harm or if a third party sues the other party due to WellSky's conduct. This clause serves to allocate risk by ensuring that financial responsibility for particular liabilities rests with WellSky, thereby providing reassurance and protection to the other contracting party.
WellSky Indemnity. WellSky shall defend, indemnify, and hold Client and its officers, directors, and employees harmless from and against any third-party claims, suits, liabilities, obligations, judgments, and causes of action (“Third-Party Claims”) and associated costs and expenses (including reasonable attorneys’ fees) to the extent arising out of any claim that the Licensed Software or Cloud Services infringes any currently existing United States patent or copyright, or misappropriates any trade secret, of any third-party. If Client’s use of the Licensed Software or Cloud Services is finally enjoined, WellSky shall, at its sole option and expense, and as Client’s sole and exclusive remedy, either: (a) secure for Client the right to continue to use the Licensed Software or Cloud Services; (b) replace, modify or correct such Licensed Software or Cloud Services to avoid such infringement, or (c) terminate the Agreement and refund to Client, as applicable, a pro rata portion of the perpetual Licensed Software license fees amortized over a five (5) year straight line depreciated basis and/or any prepaid amounts for subscription Licensed Software and/or Cloud Services not yet performed. WellSky’s indemnification obligations shall not apply if the Third-Party Claim results from: (i) modifications of the Licensed Software or Cloud Services by Client or third parties; (ii) use of the Licensed Software or Cloud Services with non-WellSky software or equipment; (iii) use of the Licensed Software or Cloud Services in violation of this Agreement, Applicable Law, or not in conformance with the Documentation; or (iv) use of anything other than the most current release of the Licensed Software, if the infringement could be avoided by use of the current release.
WellSky Indemnity. WellSky shall defend, indemnify, and hold Client and its officers, directors, and employees harmless from and against any third-party claims, suits, liabilities, obligations, judgments, and causes of action (“Third-Party Claims”) and associated costs and expenses (including reasonable attorneys’ fees) to the extent arising out of any claim that the Cloud Services infringes any currently existing United States patent or copyright, or misappropriates any trade secret, of any third- party. If Client’s use of the Cloud Services is finally enjoined, WellSky shall, at its sole option and expense, and as Client’s sole and exclusive remedy, either: (a) secure for Client the right to continue to use the Cloud Services; (b) replace, modify or correct such Cloud Services to avoid such infringement, or
WellSky Indemnity. WellSky shall defend, indemnify, and hold Client and its officers, directors, and employees harmless from and against any third-party claims, suits, liabilities, obligations, judgments, and causes of action (“Third-Party Claims”) and associated costs and expenses (including reasonable attorneys’ fees) to the extent arising out of any claim that the Licensed Software or Cloud Services infringes any currently existing United States patent or copyright, or misappropriates any trade secret, of any third-party. If Client’s use of the Licensed Software or Cloud Services is finally enjoined, WellSky shall, at its sole option and expense, and as Client’s sole and exclusive remedy, either: (a) secure for Client the right to continue to use the Licensed Software or Cloud Services; (b) replace, modify or correct such Licensed Software or Cloud Services to avoid such infringement, or
WellSky Indemnity. WellSky shall defend, indemnify, and hold Company and its officers, directors, and employees harmless from and against any third-party claims, suits, liabilities, obligations, judgments, and causes of action (“Third-Party Claims”) and associated costs and expenses (including reasonable attorneys’ fees) to the extent arising out of any claim that the Cloud Services infringe any currently existing United States patent or copyright, or misappropriates any trade secret, of any third-party. If Company’s use of the Cloud Services is finally enjoined, WellSky shall, at its sole option and expense, and as Company’s sole and exclusive remedy, either: (a) secure for Company the right to continue to use the Cloud Services; (b) replace, modify or correct such Cloud Services to avoid such infringement, or (c) terminate the Agreement. WellSky’s indemnification obligations shall not apply if the Third- Party Claim results from: (i) modifications of the Cloud Services by Company or third parties; (ii) use of the Cloud Services with non-WellSky software or equipment; or (iii) use of Cloud Services in violation of this Agreement, Applicable Law, or not in conformance with the Documentation.