Claims Against Customer. (a) LogRhythm shall defend Customer, at LogRhythm’s expense, against any claim, demand, suit, or proceeding brought against Customer by a third party alleging that the Software infringes or is a misappropriation of such third party’s Intellectual Property Rights (each, a Customer claim), and LogRhythm will indemnify Customer from any damages, attorney’s fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved by LogRhythm in writing.
Claims Against Customer. (a) Customer shall at its own expense conduct all negotiations and any litigation arising in connection with any Third-Party IP Claim made against Customer in connection with this Agreement. Customer shall provide regular notices to Fera of all material issues that arise during the conduct of such litigation and notification.
Claims Against Customer. Anthropic will indemnify and defend Customer and its personnel, successors, and assigns from and against any Customer Claim (as defined below) and either settle such Customer Claim at its expense or pay any judgment a court of competent jurisdiction grants a third party on such Customer Claim.
Claims Against Customer. UKG will defend Customer and Xxxxxxxx’s respective directors, officers, and employees, who are acting on behalf of Customer (“Customer Indemnified Parties”), from and against any and all Claims to the extent alleging that the permitted uses of the Subscription Services infringe or misappropriate any legitimate copyright or patent. UKG will indemnify and hold harmless the Customer Indemnified Parties against any liabilities, obligations, costs, or expenses (including, without limitation, reasonable attorneys’ fees) actually awarded to a third party by a court of applicable jurisdiction as a result of such a Claim, or as a result of UKG’s settlement of such a Claim.
Claims Against Customer. Anthropic will defend Customer and its personnel, successors, and assigns from and against any Customer Claim (as defined below) and indemnify them for any judgment that a court of competent jurisdiction grants a third party on such Customer Claim or that an arbitrator awards a third party under any Anthropic-approved settlement of such Customer Claim. "Customer Claim" means a third-party claim, suit, or proceeding alleging that Customer’s use of the Services (which includes data Anthropic has used to train a model that is part of the Services) in accordance with these Terms or Outputs generated through such authorized use violates third-party patent, trade secret, trademark, or copyright rights.
Claims Against Customer. Portnox will defend, at its own expense, and hold Customer harmless against any claim, suit or action brought against Customer by a third party to the extent that such claim, suit or action arises from an allegation that the Services, when used as expressly permitted by this Agreement, infringes the intellectual property rights of such third party ("Customer Claim"), and Portnox will indemnify Customer from liability incurred by Customer to the extent arising from such Customer Claim. If Portnox receives prompt notice of a Customer Claim that, in Portnox's reasonable opinion, is likely to result in an adverse ruling, then Portnox may (i) obtain a right for Customer to continue using the Services at issue; (ii) modify such Services to make it non-infringing; (iii) replace such Services with a non-infringing version; or (iv) provide a reasonable depreciated or pro rata refund of amounts pre-paid for the allegedly infringing Services.
Claims Against Customer. Bambuser shall indemnify, defend, and hold harmless the Customer and its Affiliates, officers, directors, employees and agents from and against any loss, costs, expenses or damages, directly or indirectly caused by or incurred by reason of a third-party claim, allegation, or lawsuit arising out of or related to the software provided by Bambuser in the Bambuser Solution infringing such third party’s Intellectual Property Rights (“Claim”). Customer further acknowledge that Bambuser may make available optional functionalities and features in the Bambuser Solution developed on third party software. Such third party software shall be identified and presented by Bambuser to Customer. If Customer wishes to use such optional functionality or feature, Customer must enter into a separate agreement with such third party software provider. Thus, Xxxxxxxx’s indemnification obligation detailed in this Section 10.2 shall not cover any infringement of such third party software.
Claims Against Customer. Bambuser shall indemnify, defend, and hold harmless the Customer and its Affiliates, officers, directors, employees and agents from and against any loss, costs, expenses, or damages, directly or indirectly caused by, or incurred by reason of a third-party claim, allegation, or lawsuit arising out of, or related to, the software provided by Bambuser in the Bambuser Solution, infringing such third party’s Intellectual Property Rights (“Claim”). Customer further acknowledges Bambuser may make available optional functionalities and features in the Bambuser Solution developed by third-party software. Such third-party software shall be identified and presented by Bambuser to Customer. If Customer wishes to use such optional functionality or features, Customer must enter into a separate agreement with the third-party software provider. Thus, Xxxxxxxx’s indemnification obligation detailed in this Section 10.2 shall not cover any infringement by (i) such third-party software or (ii) any other third party software integrated by Customer into the Bambuser Solution.
Claims Against Customer. Strata will defend at its own expense any claim or action against Customer, its officers, directors, employees, personnel, agents, and representatives (“Customer Indemnitees”) brought by a third party to the extent that the claim or action is based upon an allegation that the Strata Services infringes or is a misappropriation of any Intellectual Property Rights of such third party (each, a “Customer Claim”), and Strata will indemnify and hold Customer Indemnitees harmless from and against those damages, liabilities, assessments, losses, fines, penalties, costs (including costs relating to breach notification, investigation and mitigation), and expenses (“Losses”) arising from or related to such Customer Claim or those costs and damages agreed to in a monetary settlement of such Customer Claim. Notwithstanding the foregoing, Strata will have no obligation under this Section 8.1 or otherwise with respect to any claim or action arising under Section 8.2 below, or to the extent such claim or action is based upon
Claims Against Customer. Automox shall defend, at its own expense, any claim, suit, or action against Customer brought by a third party to the extent that such claim, suit, or action is based upon an allegation that the Service infringes any U.S. intellectual property rights of such third party (“Customer Claim”), and Automox shall indemnify and hold Customer harmless from and against all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) awarded in such Customer Claim or those costs and damages agreed to in a monetary settlement of such Customer Claim. The foregoing obligations are conditioned on Customer: (a) promptly notifying Automox in writing of such Customer Claim; (b) giving Automox sole control of the defense thereof and any related settlement negotiations, (provided that Automox will not enter into any settlement of any claim, suit, or action that does not contain a full release of Customer’s liability without Customer’s prior written approval, which approval will not be unreasonably withheld, conditioned, or delayed); and (c) cooperating and, at Automox’s request and expense, assisting in such defense. Notwithstanding the foregoing, Automox shall have no obligation under this Section 9.1 or otherwise with respect to any infringement claim based upon: (i) any use of the Service not in accordance with this Agreement; (ii) any use of the Service in combination with products, equipment, software, or data not supplied by Automox if such infringement would have been avoided without the combination with such other products, equipment, software, or data; (iii) any modification of the Service by any person other than Automox or its authorized agents or subcontractors; or (iv) any Third-Party Patches. If use of the Service is, or in Automox’s opinion is likely to become, enjoined, or if use of the Service infringes or could be found to infringe the intellectual property rights of any third party, then Automox may at its discretion either: (1) modify the Service so that it is non- infringing; (2) replace the portion of the Service that infringes or allegedly infringes with non-infringing components that is functionally equivalent; (3) obtain a license that shall enable Customer to continue use of the Service as provided hereunder; or, if none of the foregoing are commercially reasonable for Automox, (4) terminate this Agreement and refund any prepaid but unused Service Fees. THIS SECTION
