Common use of Indemnification by Us Clause in Contracts

Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party (a "Claim Against You"), and shall indemnify You for any damages, attorney fees and costs finally awarded against You as a result of, and for amounts paid by You under a court-approved settlement of, a Claim Against You; provided that You (a) promptly give Us written notice of the Claim Against You; (b) give Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You unless the settlement unconditionally releases You of all liability); and (c) provide to Us all reasonable assistance, at Our expense. In the event of a Claim Against You, or if We reasonably believe the Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under “Our Warranties” above, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination.

Indemnification by Us. We shall defend You against any claim, demand, suit, suit or proceeding made or brought against You by a third party alleging that the use of the Services Xxxx.xxx Services, excluding Xxxx.xxx Data, as permitted hereunder infringes or misappropriates the third party intellectual property rights of a third party rights, (a "Claim Against You"), and shall indemnify You for any damages, attorney fees and costs finally awarded against You as a result of, and or for amounts paid by You under a court-approved settlement of, a Claim Against You; provided that You (a) promptly give Us written notice of the Claim Against You; , (b) give Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle or defend any Claim Against You unless the settlement We unconditionally releases release You of all liability); , and (c) provide to Us all reasonable assistance, at Our expense. In the event of a Claim Against You, or if We reasonably believe the Xxxx.xxx Services may infringe or misappropriate, We may in Our our discretion and at no cost to You (i) modify the Xxxx.xxx Services so that they no longer infringe or misappropriate, without breaching Our warranties under “Our Warranties” above, (ii) obtain a license for Your continued use of the Xxxx.xxx Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for right to use such Xxxx.xxx Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the applicable Xxxx.xxx Service term of such User subscriptions after the effective date of termination. If a court orders You to cease using part or all of the Xxxx.xxx Services in connection with a Claim Against You, We shall take the actions described in subpart (i) or (ii) of the preceding sentence, or if We cannot accomplish (i) or (ii) in a commercially reasonable manner, We shall take the actions described in subpart (iii) of the preceding sentence, all at no cost to You.

Indemnification by Us. We shall defend indemnify, defend, and hold You harmless against any claim, demand, suit, or proceeding made or brought against You by a third party alleging that the use of the Infrastructure or On-Demand Services as permitted hereunder infringes or misappropriates the any patent, copyright, or other intellectual property rights right of a third party or violates applicable law (a "“Claim Against You"”), and shall indemnify You for any losses, costs, damages, attorney fees expenses, and liabilities, including court costs finally awarded against and reasonable legal fees, suffered or incurred by You in connection with any claim, demand, suit, or proceeding as a result of, and and/or for amounts paid by You under a court-approved settlement of, a Claim Against You; provided that You (a) promptly give Us written notice of the Claim Against YouYou upon Your obtaining knowledge of the Claim; (b) give Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You without your express written consent unless the settlement unconditionally releases You of all liabilityliability and does not impose any obligations or require any affirmative action on Your part); and (c) provide to Us all reasonable assistance, at Our expense. In the event of a Claim Against You, or if We reasonably believe the Services Infrastructure may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services Infrastructure so that they no longer infringe or misappropriate, without breaching Our warranties under “Our Warranties” above, (ii) obtain a license for Your continued use of the Services Infrastructure in accordance with this Agreement, or (iii) terminate Your User Customer subscriptions for such Services Infrastructure upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User Customer subscriptions after the effective date of termination.

Indemnification by Us. We shall will defend You against any claim, demand, suit, suit or proceeding made or brought against You by a third party alleging that the use of the Services as permitted hereunder any Service infringes or misappropriates the such third party’s intellectual property rights of a third party (a "“Claim Against You"”), and shall will indemnify You for from any damages, attorney fees and costs finally awarded against You as a result of, and or for amounts paid by You under a court-settlement approved settlement by Us in writing of, a Claim Against You; , provided that You (a) promptly give Us written notice of the Claim Against You; , (b) give Us sole control of the defense and settlement of the Claim Against You (provided except that We may not settle any Claim Against You unless the settlement it unconditionally releases You of all liability); , and (c) provide to give Us all reasonable assistance, at Our expense. In the event of If We receive information about an infringement or misappropriation claim related to a Claim Against You, or if We reasonably believe the Services may infringe or misappropriateService, We may in Our discretion and at no cost to You (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under “Our Warranties” above, (ii) obtain a license for Your continued use of the Services that Service in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services that Service upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim Against You arises from a Non-Turbo Application or Your use of terminationthe Services in violation of this Agreement, the Documentation or applicable OrderForms.

Indemnification by Us. We shall cause SFDC to defend You against any claim, demand, suit, suit or proceeding made or brought against You by a third party alleging that the use of the Services as permitted hereunder any Service infringes or misappropriates the such third party’s intellectual property rights of a third party (a "“Claim Against You"”), and shall indemnify You for from any damages, attorney fees and costs finally awarded against You as a result of, and or for amounts paid by You under a court-settlement, approved settlement by SFDC in writing of, a Claim Against You; provided that You (a) promptly give Us written notice of the Claim Against You; , (b) give Us Us, or as applicable, SFDC, sole control of the defense and settlement of the Claim Against You (provided that We or as applicable, SFDC, may not settle any Claim Against You unless the settlement it unconditionally releases You of all liability); , and (c) provide provides to Us or as applicable, SFDC, all reasonable assistance, at Our or as applicable, SFDC’s, expense. In the event of If We or as applicable, SFDC, receives information about an infringement or misappropriation claim related to a Claim Against YouService, SFDC may or if We reasonably believe the Services may infringe or misappropriate, We may request that SFDC in Our its discretion and at no cost to You (ix) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under “Section 10.2 (Our Warranties” above), (iiy) obtain a license for Your continued use of the Services that Service in accordance with this Agreement, or or, (iiiz) alternatively We may in Our discretion terminate Your User subscriptions for such Services that Service upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim Against You arises from Content, a Non-SFDC Application or Your breach of terminationthis Agreement, the Documentation, or applicable Order Forms.

Indemnification by Us. We shall will defend You against any claim, demand, suit, suit or proceeding made or brought against You by a third party alleging that the use of the Services as permitted hereunder any Service infringes or misappropriates the such third party’s intellectual property rights of a third party (a "“Claim Against You"”), and shall will indemnify You for from any damages, attorney fees and costs finally awarded against You as a result of, and or for amounts paid by You under a court-settlement approved settlement by Us in writing of, a Claim Against You; , provided that You (a) promptly give Us written notice of the Claim Against You; , (b) give Us sole control of the defense and settlement of the Claim Against You (provided except that We may not settle any Claim Against You unless the settlement it unconditionally releases You of all liability); , and (c) provide to give Us all reasonable assistance, at Our expense. In If We receive information about an infringement or misappropriation claim related to the event of a Claim Against You, or if We reasonably believe the Services may infringe or misappropriateServices, We may in at Our discretion and at no cost to You (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under “Our ABBYY Warranties” above, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for such the Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim Against You arises from Content, or from Your use of terminationthe Services in violation of this Agreement, the Documentation, or applicable Order Forms.

Indemnification by Us. We shall will defend You against any claim, demand, suit, suit or proceeding made or brought against You by a third party alleging that the use of the Services as permitted hereunder any Purchased Service infringes or misappropriates the such third party’s intellectual property rights of a third party (a "“Claim Against You"”), and shall will indemnify You for from any damages, attorney fees and costs finally awarded against You as a result of, and or for amounts paid by You under a court-settlement approved settlement by Us in writing of, a Claim Against You; , provided that You (a) promptly give Us written notice of the Claim Against You; , (b) give Us sole control of the defense and settlement of the Claim Against You (provided except that We may not settle any Claim Against You unless the settlement it unconditionally releases You of all liability); , and (c) provide to give Us all reasonable assistance, at Our expense. In the event of If We receive information about an infringement or misappropriation claim related to a Claim Against You, or if We reasonably believe the Services may infringe or misappropriateService, We may in Our discretion and at no cost to You (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under “Our MIRAGE Warranties” above, (ii) obtain a license for Your continued use of the Services that Service in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services that Service upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply if (1) the allegation does not allege with specificity that our Services are the basis of the Claim Against You; (2) a Claim Against You arises from the use or combination of our Services or any part thereof with software, hardware, data, or processes not provided by Us, if our Services or use thereof would not infringe without such User subscriptions after combination; (3) a Claim Against You arises from Services under an Order Form for which there is no charge; (4) a Claim against you is based on traditional online storefront commerce functionality that is or was in general use in the effective date industry; or (5) a Claim Against You arises from Content, a Third Party Application or Your use of terminationthe Services in violation of this Agreement, the Documentation or applicable Order Forms.

Indemnification by Us. We shall will defend You against any claim, demand, suit, suit or proceeding made or brought against You by a third party alleging that the use of the Services as permitted hereunder in accordance with this Agreement infringes a United States copyright or patent or misappropriates the intellectual property rights a trade secret of a such third party (a "“Claim Against You"”), and shall will indemnify You for from any damages, attorney reasonable attorneys’ fees and costs finally awarded against You as a result of, and or for amounts paid by You under a court-approved settlement of, a Claim Against You; , provided that You (a) promptly promptly, and in no case greater than fourteen (14) days after Your knowledge of such Claim Against You, give Us written notice of the Claim Against You; , (b) give Us sole control of the defense and settlement of the Claim Against You (provided except that We may not settle any Claim Against You unless the settlement it unconditionally releases You of all liability); , and (c) provide to Us with all reasonable necessary assistance, at Our expense. In If We receive information about an infringement or misappropriation claim related to the event of a Claim Against You, or if We reasonably believe the Services may infringe or misappropriateServices, We may in Our discretion and at no cost to You (i) modify the Services so that they are no longer infringe or misappropriate, without breaching Our warranties under “Our Warranties” aboveinfringing, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your User subscriptions Subscription for such the Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim Against You arises from Your breach of this Agreement, Your use of the unaltered Services subsequent to Our performance of Our obligations under this Section 9.1(i) or (iii), or Your use of the Services in combination with any software, data, or technology not supplied by Us (where there would be no claim, but for such User subscriptions after the effective date of terminationcombination).

Indemnification by Us. We shall will defend You (for purposes of this paragraph only the term “You” shall also include Client’s clients and all Permitted Users) against any claim, demand, suit, suit or proceeding made or brought against You by a third party alleging that We (i) breached the Confidentiality clause herein, (ii) that Your use of the Purchased Services or that the Purchased Services violate an applicable law, (iii) or that the use of the Services as permitted hereunder a Purchased Service in accordance with this Agreement infringes or misappropriates the such third party’s intellectual property rights of a third party (a "“Claim Against You"”), and shall will indemnify You for from any damages, attorney fees and costs finally awarded against You as a result of, and or for amounts paid by You under a court-approved settlement of, a Claim Against You; , provided that You (a) promptly give Us written notice of the Claim Against You; , (b) give Us sole control of the defense and settlement of the Claim Against You (provided except that We may not settle any Claim Against You unless the settlement it unconditionally releases You of all liabilityliability and is limited to payment of money damages); and (c) provide . If We receive information about an infringement or misappropriation claim related to Us all reasonable assistance, at Our expense. In the event of a Claim Against You, or if We reasonably believe the Services may infringe or misappropriateService, We may in Our discretion and at no cost to You (i) modify the Services Service so that they it no longer infringe infringes or misappropriate, without breaching Our warranties under “Our Warranties” above, misappropriates (ii) obtain a license for Your continued use of the Services that Service in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services that Service upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of terminationterminated subscriptions.

Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding made or brought against You by a third party alleging that the use of the Purchased Marketing Cloud Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party (a "“Claim Against You"”), and shall indemnify You for any damages, attorney fees and costs finally awarded against You as a result of, and for amounts paid by You under a court-court approved settlement of, a Claim Against You; provided that You You: (a) promptly give Us written notice of the Claim Against You; (b) give Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You unless the settlement unconditionally releases You of all liability); and (c) provide to Us all reasonable assistance, at Our expense. In the event of a Claim Against YouIf We receive information regarding an infringement , misappropriation or if We reasonably believe the Services may infringe or misappropriate, other claim We may in Our discretion discretion, and at no cost to You you (i) modify the Services Marketing Cloud Services, so that they no longer infringe misappropriate or misappropriategive rise to any other claim, without breaching Our warranties under “Our Warranties” above, (ii) obtain a license for Your continued use of the subject Marketing Cloud Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Marketing Cloud Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of the terminated subscriptions, or (iv) require You to immediately, upon receipt of notice from Us, discontinue all use of any Indexed Content or Your Data that may be related to an actual or potential infringement, misappropriation or other claim, to the extent not prohibited by law, delete from Your systems any such User subscriptions after Indexed Content or delete or permit Us to delete from the effective date Marketing Cloud Services, any of terminationYour Data, in each case within five days of receipt of notice from Us. You shall, if so requested by Us, certify such deletion and discontinuance of use in writing. We shall be authorized to provide a copy of such certification to the third party claimant. We shall have no obligation to indemnify You to the extent any Claim Against You arises from Indexed Content, a Third-Party Social Platform, Your breach of the terms of this Agreement or actions of a third party hosting provider.

Indemnification by Us. We shall will defend You against any claim, demand, suit, suit or proceeding made or brought against You by a third party alleging that the use of the Services as permitted hereunder any Service infringes or misappropriates the such third party’s intellectual property rights of a third party (a "“Claim Against You"”), and shall will indemnify You for from any damages, attorney fees and costs finally awarded against You as a result of, and or for amounts paid by You under a court-settlement approved settlement by Us in writing of, a Claim Against You; , provided that You (a) promptly give Us written notice of the Claim Against You; , (b) give Us sole control of the defense and settlement of the Claim Against You (provided except that We may not settle any Claim Against You unless the settlement it unconditionally releases You of all liability); , and (c) provide to give Us all reasonable assistance, at Our expense. In the event of If We receive information about an infringement or misappropriation claim related to a Claim Against You, or if We reasonably believe the Services may infringe or misappropriateService, We may in Our discretion and at no cost to You (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under “Our ORDITAL Warranties” above, (ii) obtain a license for Your continued use of the Services that Service in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services that Service upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim Against You arises from Content or Your use of terminationthe Services in violation of this Agreement, the Documentation or applicable Order Forms.

Indemnification by Us. We shall defend indemnify, defend, and hold You harmless against any claim, demand, suit, or proceeding made or brought against You by a third party alleging that the use of the Services Infrastructure as permitted hereunder infringes or misappropriates the any patent, copyright, or other intellectual property rights right of a third party (a "Claim Against You"), and shall indemnify You for any losses, costs, damages, attorney fees expenses, and liabilities, including court costs finally awarded against and reasonable legal fees, suffered or incurred by You in connection with any claim, demand, suit, or proceeding as a result of, and and/or for amounts paid by You under a court-approved settlement of, a Claim Against You; provided that You (a) promptly give Us written notice of the Claim Against YouYou upon Your obtaining knowledge of the Claim; (b) give Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You unless the settlement unconditionally releases You of all liability); and (c) provide to Us all reasonable assistance, at Our expense. In the event of a Claim Against You, or if We reasonably believe the Services Infrastructure may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services Infrastructure so that they no longer infringe or misappropriate, without breaching Our warranties under “Our Warranties” above, (ii) obtain a license for Your continued use of the Services Infrastructure in accordance with this Agreement, or (iii) terminate Your User Customer subscriptions for such Services Infrastructure upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User Customer subscriptions after the effective date of termination.

Indemnification by Us. We shall will defend You against any claim, demand, suit, suit or proceeding made or brought against You by a third party alleging that the use of the Services as permitted hereunder any Purchased Service infringes or misappropriates the such third party’s intellectual property rights of a third party (a "“Claim Against You"”), and shall will indemnify You for from any damages, attorney fees and costs finally awarded against You as a result of, and or for amounts paid by You under a court-settlement approved settlement by Us in writing of, a Claim Against You; , provided that You (a) promptly give Us written notice of the Claim Against You; , (b) give Us sole control of the defense and settlement of the Claim Against You (provided except that We may not settle any Claim Against You unless the settlement it unconditionally releases You of all liability); , and (c) provide to give Us all reasonable assistance, at Our expense. In the event of If We receive information about an infringement or misappropriation claim related to a Claim Against You, or if We reasonably believe the Services may infringe or misappropriateService, We may in Our discretion and at no cost to You (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under “Our SHIWAFORCE Warranties” above, (ii) obtain a license for Your continued use of the Services that Service in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services that Service upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply if (1) the allegation does not state with specificity that our Services are the basis of the Claim Against You; (2) a Claim Against You arises from the use or combination of our Services or any part thereof with software, hardware, data, or processes not provided by Us, if our Services or use thereof would not infringe without such User subscriptions after combination; (3) a Claim Against You arises from Services under an Order Form for which there is no charge; (or (5) a Claim Against You arises from Content, a Non-SHIWAFORCE Application or Your use of the effective date Services in violation of terminationthis Agreement, the Documentation or applicable Order Forms.

Indemnification by Us. We shall will defend You against any claim, demand, suit, suit or proceeding made or brought against You by a third party alleging that the use of the Services as permitted hereunder a Charket App in accordance with this Agreement infringes or misappropriates the such third party’s intellectual property rights of a third party (a "Claim Against You"), and shall will indemnify You for from any damages, attorney fees and costs finally awarded against You as a result of, and or for amounts paid by You under a court-approved settlement of, a Claim Against You; , provided that You (a) promptly give Us written notice of the Claim Against You; (b) , give Us sole control of the defense and settlement of the Claim Against You (provided except that We may not settle any Claim Against You unless the settlement it unconditionally releases You of all liability); , and (c) provide to give Us all reasonable assistance, at Our expense. In the event of If We receive information about an infringement or misappropriation claim related to a Claim Against You, or if We reasonably believe the Services may infringe or misappropriateCharket App, We may in Our discretion and at no cost to You (i) modify the Services app so that they it no longer infringe infringes or misappropriatemisappropriates, without breaching Our warranties under “Section.8.2 (Our Warranties” above), (ii) obtain a license for Your continued use of the Services that app in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services that app upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim Against You arises from Your breach of terminationthis Agreement.

Indemnification by Us. We shall agree to defend You at Our expense against any claim, demand, suit, or proceeding made or brought against You by a third party alleging that the Your use of the Hardware or Services as permitted hereunder in accordance with the Documentation directly infringes or misappropriates the intellectual property rights of a third party party’s United States copyrights or trade secrets (a "Claim Against You"), and shall agree to indemnify You for any damages, attorney fees and costs damages that a court may finally awarded award against You as a result of, and for amounts paid by You under a court-approved settlement of, a Claim Against Yousuch misappropriation or infringement; provided that You (ai) promptly give notify Us written notice in writing of the Claim Against You; (bii) give Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You unless the settlement unconditionally releases You of all liability); and (ciii) provide to Us all reasonable assistance, assistance in the defense or settlement of such Claim Against You; and (iv) are not in material breach of this agreement at Our expensethe time of the Claim Against You. In the event of a Claim Against You, or if We reasonably believe the Services may infringe or misappropriatea Claim Against You is reasonably likely, We may in Our discretion and at no cost to You (ia) modify the Hardware or Services so that they no longer infringe or misappropriateinfringe, without breaching Our warranties under “Our Warranties” above, (iib) obtain a license secure for Your You the right to continued use of the Hardware or Services in accordance with this Agreement, or (iiic) terminate Your User subscriptions for such Services upon 30 days’ written notice this Agreement and refund to You any prepaid fees covering the remainder of the term of such Clock Services or User subscriptions after the effective date of termination. The foregoing obligation under this Section 10.1 does not apply to the extent the Claim Against You arises from (1) Your use of the Hardware or Services other than as permitted under this Agreement or as specified in the Documentation; (2) the combination, operation, or use of the Hardware or Services with any Non-Journyx Applications; (3) any modification of the Hardware or Services other than by Us; (4) Your failure to timely implement any modifications, upgrades, replacements or enhancements that We make available to You; (5) Our use of any instruction, information, designs, specifications or other materials that You provide to Us (including source code or applications that You have developed); (6) Your use of the Hardware or Services in the practice of a process; or (7) Your Data.

Indemnification by Us. We shall will defend You against any claim, demand, suit, suit or proceeding made or brought against You by a third party alleging that the use of the Services as permitted hereunder any Service infringes or misappropriates the such third party’s intellectual property rights of a third party (a "“Claim Against You"”), and shall will indemnify You for from any damages, attorney fees and costs finally awarded against You as a result of, and or for amounts paid by You under a court-settlement approved settlement by Us in writing of, a Claim Against You; , provided that You (a) promptly give Us written notice of the Claim Against You; , (b) give Us sole control of the defense and settlement of the Claim Against You (provided except that We may not settle any Claim Against You unless the settlement it unconditionally releases You of all liability); , and (c) provide to give Us all reasonable assistance, at Our expense. In the event of If We receive information about an infringement or misappropriation claim related to a Claim Against You, or if We reasonably believe the Services may infringe or misappropriateService, We may in Our discretion and at no cost to You (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under “Our iFOLIO Warranties” above, (ii) obtain a license for Your continued use of the Services that Service in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services that Service upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim Against You arises from Content, a Non-iFOLIO Applications or Your use of terminationthe Services or in violation of this Agreement, the Documentation or applicable Order Forms.

Indemnification by Us. Subject to section 10.2 below, We shall defend You against any claim, demand, suit, suit or proceeding made or brought against You by a third party alleging that the use of the Purchased Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party in the United States of America and the European Economic Area (a "“Claim Against You"”), and shall indemnify You be responsible for payment of any damages, attorney fees and costs finally awarded against You as a result of, and for amounts paid by You under a court-approved settlement of, a Claim Against You and for any reasonably legal fees incurred in connection with Our defense of the Claim Against You; provided that You (a) promptly give Us written notice of the Claim Against You; , (b) give gives Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You unless the settlement unconditionally releases You of all liability); and , (c) provide to Us all reasonable assistance, at Our expense; and (d) use reasonable endeavors to mitigate any loses in connection with such claims. In the event of a Claim Against You, or if We reasonably believe the Purchased Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Purchased Services so that they no longer infringe or misappropriate, without breaching Our warranties under “Our Warranties” above, (ii) obtain a license for Your continued use of the Purchased Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination.

Indemnification by Us. We shall will defend You you against any claim, demand, suit, suit or proceeding made or brought against You you by a third party alleging that the use of the Services as permitted hereunder any Purchased Service infringes or misappropriates the such third party’s intellectual property rights of a third party (a "“Claim Against You"”), and shall will indemnify You for you from any damages, attorney fees and costs finally awarded against You you as a result of, and or for amounts paid by You you under a court-settlement approved settlement by us in writing of, a Claim Against You; , provided that You you (a) promptly give Us us written notice of the Claim Against You; , (b) give Us us sole control of the defense and settlement of the Claim Against You (provided except that We we may not settle any Claim Against You unless the settlement it unconditionally releases You you of all liability); , and (c) provide to Us give us all reasonable assistance, at Our your expense. In the event of If we receive information about an infringement or misappropriation claim related to a Claim Against YouService, or if We reasonably believe the Services may infringe or misappropriate, We we may in Our our discretion and at no cost to You you (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under “Our Warranties” above, (ii) obtain a license for Your your continued use of the Services that Service in accordance with this Agreement, or (iii) terminate Your User your subscriptions for such Services that Service upon 30 thirty (30) days’ written notice and refund to You you any prepaid fees Fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply if (1) the allegation does not state with specificity that our Services are the basis of the Claim Against You, (2) a Claim Against You arises from the use or combination of our Services or any part thereof with software, hardware, data, or processes not provided by us, if our Services or use thereof would not infringe without such User subscriptions after combination, (3) a Claim Against You arises from Services under an Order Form for which there is no charge; (4) a Claim against You is based on standard online functionality that is or was in general use in the effective date industry; or (5) a Claim Against You arises from Content, a Third-Party Application or your use of terminationthe Services in violation of this Agreement, the Documentation or applicable Order Forms.

Indemnification by Us. We shall will defend You against any claim, demand, suit, suit or proceeding made or brought against You by a third party alleging that the use of the Services as permitted hereunder any Purchased Service infringes or misappropriates the such third party’s intellectual property rights of a third party (a "“Claim Against You"”), and shall will indemnify You for from any damages, attorney solicitor fees and costs finally awarded against You as a result of, and or for amounts paid by You under a court-settlement approved settlement by Us in writing of, a Claim Against You; , provided that You (a) promptly give Us written notice of the Claim Against You; , (b) give Us sole control of the defense defence and settlement of the Claim Against You (provided except that We may not settle any Claim Against You unless the settlement it unconditionally releases You of all liability); , and (c) provide to give Us all reasonable assistance, at Our expense. In the event of If We receive information about an infringement or misappropriation claim related to a Claim Against You, or if We reasonably believe the Services may infringe or misappropriateService, We may in Our discretion and at no cost to You (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under “Our PRODUQTIVE Warranties” above, (ii) obtain a license for Your continued use of the Services that Service in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services that Service upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defence and indemnification obligations do not apply if (1) the allegation does not state with specificity that our Services are the basis of the Claim Against You; (2) a Claim Against You arises from the use or combination of our Services or any part thereof with software, hardware, data, or processes not provided by Us, if our Services or use thereof would not infringe without such User subscriptions after combination; (3) a Claim Against You arises from Services under an Order Form for which there is no charge; (4) a Claim against You is based on traditional online storefront commerce functionality that is or was in general use in the effective date industry; or (5) a Claim Against You arises from Content, a 3rd Party Application or Your use of terminationthe Services in violation of this Agreement, the Documentation or applicable Order Forms.

Indemnification by Us. We shall will defend You against any claim, demand, suit, suit or proceeding made or brought against You by a third party alleging that the use of the Services as permitted hereunder any Service infringes or misappropriates the such third party’s intellectual property rights of a third party (a "“Claim Against You"”), and shall will indemnify You for from any damages, attorney fees and costs finally awarded against You as a result of, and or for amounts paid by You under a court-settlement approved settlement by Us in writing of, a Claim Against You; , provided that You (a) promptly give Us written notice of the Claim Against You; , (b) give Us sole control of the defense and settlement of the Claim Against You (provided except that We may not settle any Claim Against You unless the settlement it unconditionally releases You of all liability); , and (c) provide to give Us all reasonable assistance, at Our expense. In the event of If We receive information about an infringement or misappropriation claim related to a Claim Against You, or if We reasonably believe the Services may infringe or misappropriateService, We may in Our discretion and at no cost to You (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under “Our EPHESOFT Warranties” above, (ii) obtain a license for Your continued use of the Services that Service in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services that Service upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim Against You arises from Content, a Non-EPHESOFT Application or Your use of terminationthe Services in violation of this Agreement, the Documentation or applicable Order Forms.

Indemnification by Us. We shall defend indemnify, defend, and hold You harmless against any claim, demand, suit, or proceeding made or brought against You by a third party alleging that the use of the Services Infrastructure as permitted hereunder infringes or misappropriates the any patent, copyright, or other intellectual property rights right of a third party (a "“Claim Against You"”), and shall indemnify You for any losses, costs, damages, attorney fees expenses, and liabilities, including court costs finally awarded against and reasonable legal fees, suffered or incurred by You in connection with any claim, demand, suit, or proceeding as a result of, and and/or for amounts paid by You under a court-approved settlement of, a Claim Against You; provided that You (a) promptly give Us written notice of the Claim Against YouYou upon Your obtaining knowledge of the Claim; (b) give Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You unless the settlement unconditionally releases You of all liability); and (c) provide to Us all reasonable assistance, at Our expense. In the event of a Claim Against You, or if We reasonably believe the Services Infrastructure may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services Infrastructure so that they no longer infringe or misappropriate, without breaching Our warranties under “Our Warranties” above, (ii) obtain a license for Your continued use of the Services Infrastructure in accordance with this Agreement, or (iii) terminate Your User Customer subscriptions for such Services Infrastructure upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User Customer subscriptions after the effective date of termination.

Indemnification by Us. We shall defend will defend, indemnify and hold You against harmless against, including at Our option settle, any claim, demand, suit, suit or proceeding made or brought against You by a an unaffiliated third party alleging to the extent asserting (a) that the use Our personnel in their performance of the Services as permitted hereunder infringes caused death, per- xxxxx injury or misappropriates the intellectual property rights damage to tangible property, (b) a breach of a third party material obligation We have under this Agreement or applicable law, or (c) that the Services infringe a "Claim Against You"valid U.S. patent, copyright or trade secret (each a “Claim” and the last of which an “IP Claim”), and shall indemnify You for including with respect to any damages, attorney attorneys fees and costs finally awarded against You as a result of, and or for amounts paid by You under a court-approved settlement ofWe approve in advance in writing, a Claim Against Youof any such Claim; provided that You You: (a) promptly give Us written notice of the Claim Against YouClaim; (b) give Us sole control of the defense and settlement of the Claim Against You (provided except that We may not settle any Claim Against You unless the settlement it unconditionally releases You of all liability); and (c) provide to give Us all reasonable assistance, at Our expensecost. The above defense and indemnification obligations do not apply to the extent a Claim arises from Your breach of this Agreement or applicable SOW. In the event of a Claim Against Youan IP Claim, or if then We reasonably believe the Services may infringe or misappropriatemay, We may in Our discretion and at no cost sole discretion, obtain the right for You to You (i) continue to use the Services, modify the Services so that they are no longer infringe infringing, or misappropriate, without breaching Our warranties under “Our Warranties” above, require that You no longer use the Services (ii) obtain a license in which instance We will refund to You the amount You paid for such Services no longer available for Your continued use). We shall have no liability or obligation for any IP Claim, hereunder or otherwise, to the extent resulting from or caused by: (x) use or combination of the Services in accordance with this Agreement, any other goods or services We have not supplied or provided; or (iiiy) terminate any modification or alteration of the Services by a party other than ourselves; or (z) Your User subscriptions for failure to use updates or modifications to the Services We may provide, to the extent such updated or modified Services upon 30 days’ written notice would have avoided the IP Claim and refund We offered the updated or modified Services to You at no charge. The foregoing expresses Your sole remedy, and Our sole liability, hereunder or otherwise, for any prepaid fees covering the remainder claim of the term of such User subscriptions after the effective date of terminationinfringement, including any IP Claims.

Indemnification by Us. Subject to section 15.2 below, We shall defend You against any claim, demand, suit, suit or proceeding made or brought against You by a third party alleging that the use of the Purchased Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party in the United States of America and the European Economic Area (a "“Claim Against You"”), and shall indemnify You be responsible for payment of any damages, attorney fees and costs finally awarded against You as a result of, and for amounts paid by You under a court-approved settlement of, a Claim Against You and for any reasonably legal fees incurred in connection with Our defense of the Claim Against You; provided that You (a) promptly give Us written notice of the Claim Against You; , (b) give gives Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You unless the settlement unconditionally releases You of all liability); and , (c) provide to Us all reasonable assistance, at Our expense; and (d) use reasonable endeavors to mitigate any losses in connection with such claims. In the event of a Claim Against You, or if We reasonably believe the Purchased Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Purchased Services so that they no longer infringe or misappropriate, without breaching Our warranties under “Our Warranties” above, (ii) obtain a license for Your continued use of the Purchased Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination.

Indemnification by Us. We shall will defend You against any claim, demand, suit, suit or proceeding made or brought against You by a third party alleging that the use of the Services as permitted hereunder any Purchased Service infringes or misappropriates the such third party’s intellectual property rights of a third party (a "“Claim Against You"”), and shall will indemnify You for from any damages, attorney fees and costs finally awarded against You as a result of, and or for amounts paid by You under a court-settlement approved settlement by Us in writing of, a Claim Against You; , provided that You (a) promptly give Us written notice of the Claim Against You; , (b) give Us sole control of the defense defence and settlement of the Claim Against You (provided except that We may not settle any Claim Against You unless the settlement it unconditionally releases You of all liability); , and (c) provide to give Us all reasonable assistance, at Our expense. In the event of If We receive information about an infringement or misappropriation claim related to a Claim Against You, or if We reasonably believe the Services may infringe or misappropriateService, We may in Our discretion and at no cost to You (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under “Our DEEPMINER LIMITED Warranties” above, (ii) obtain a license for Your continued use of the Services that Service in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services that Service upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defence and indemnification obligations do not apply if (1) the allegation does not state with specificity that our Services are the basis of the Claim Against You; (2) a Claim Against You arises from the use of our Services or any part thereof with software, hardware, data, or processes not provided by Us, if our Services or use thereof would not infringe without such User subscriptions after combination; (3) a Claim Against You arises from Services under an Order Form for which there is no charge; (4) a Claim against You is based on traditional online storefront commerce functionality that is or was in general use in the effective date industry; or (5) a Claim Against You arises from Content, or Your use of terminationthe Services in violation of this Agreement, the Documentation or applicable Order Forms.

Indemnification by Us. Subject to the limitations of liability provided in Section 13 (“Limitations of Liability”), We shall defend will indemnify You from any damages, attorney fees and costs finally awarded against any You by a court of competent jurisdiction as a result of, or for amounts paid by You under a settlement approved by Us in writing of, a claim, demand, suit, suit or proceeding made or brought against You by a third party alleging that the use of the Services as permitted hereunder any Purchased Service infringes or misappropriates the such third party’s intellectual property rights of a third party (a "“Claim Against You"”), and shall indemnify You for any damages, attorney fees and costs finally awarded against You as a result of, and for amounts paid by You under a court-approved settlement of, a Claim Against You; provided that You (a) promptly give Us written notice of the Claim Against You; , (b) give Us sole control of the defense defence and settlement of the Claim Against You (provided except that We may not settle any Claim Against You unless the settlement it unconditionally releases You of all liability); , and (c) provide to give Us all reasonable assistance, at Our expense. In the event of If We receive information about an infringement or misappropriation third-party claim related to a Claim Against You, or if We reasonably believe the Services may infringe or misappropriateService, We may in Our discretion and at no cost to You (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under “Our Warranties” aboveLimited Warranty, (ii) obtain a license for Your continued use of the Services that Service in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services upon 30 days’ written notice that Service and refund to You any prepaid fees covering the remainder of the term of the terminated subscriptions. The above indemnification obligations do not apply if (1) the allegation does not state with specificity that our Services are the basis of the Claim Against You; (2) a Claim Against You arises from the use or combination of our Services with software, hardware, data, or processes not provided by Us, if our Services or use thereof would not infringe without such User subscriptions after combination; (3) a Claim Against You arises from a Free Service or Services under a Purchase Order for which there is no charge; or (4) a Claim Against You arises from Your use of the effective date Services in violation of terminationthis Agreement, the Documentation, applicable Addendums or applicable laws.

Indemnification by Us. We shall defend You against any claim, demand, suit, suit or proceeding made or brought against You by a third party alleging that the use of the Services Xxxx.xxx Services, excluding Xxxx.xxx Data, as permitted hereunder infringes or misappropriates the intellectual property patent, copyright, and trademark rights of a third party party, (a "Claim Against You"), and shall indemnify You for any damages, attorney fees and costs finally awarded against You as a result of, and or for amounts paid by You under a court-approved settlement of, a Claim Against You; provided that You (a) promptly give Us written notice of the Claim Against You; , (b) give Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle or defend any Claim Against You unless the settlement We unconditionally releases release You of all liability); , and (c) provide to Us all reasonable assistance, at Our expense. In the event of a Claim Against You, or if We reasonably believe the Xxxx.xxx Services may infringe or misappropriate, We may in Our our discretion and at no cost to You (i) modify the Xxxx.xxx Services so that they no longer infringe or misappropriate, without breaching Our warranties under “Our Warranties” above, (ii) obtain a license for Your continued use of the Xxxx.xxx Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for right to use such Xxxx.xxx Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the applicable Xxxx.xxx Service term of such User subscriptions after the effective date of termination. If a court orders You to cease using part or all of the Xxxx.xxx Services in connection with a Claim Against You, We shall take the actions described in subpart (i) or (ii) of the preceding sentence, or if We cannot accomplish (i) or (ii) in a commercially reasonable manner, We shall take the actions described in subpart (iii) of the preceding sentence, all at no cost to You.

Indemnification by Us. We shall will defend You against any claim, demand, suit, suit or proceeding made or brought against You by a third party alleging that the use of the Services as permitted hereunder any Purchased Service infringes or misappropriates the such third party’s intellectual property rights of a third party (a "Claim Against You"), and shall will indemnify You for from any damages, attorney fees and costs finally awarded against You as a result of, and or for amounts paid by You under a court-settlement approved settlement by Us in writing of, a Claim Against You; , provided that You (a) promptly give Us written notice of the Claim Against You; , (b) give Us sole control of the defense and settlement of the Claim Against You (provided except that We may not settle any Claim Against You unless the settlement it unconditionally releases You of all liability); , and (c) provide to give Us all reasonable assistance, at Our O ur expense. In the event of If We receive information about an infringement or misappropriation claim related to a Claim Against You, or if We reasonably believe the Services may infringe or misappropriateService, We may in Our O ur discretion and at no cost to You (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Our O ur warranties under “Our "O ur Warranties” " above, (ii) obtain a license for Your continued use of the Services that Service in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services that Service upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply if (1) the allegation does not state with specificity that our Services are the basis of the Claim Against You; (2) a Claim Against You arises from the use or combination of our Services or any part thereof with software, hardware, data, or processes not provided by Us, if our Services or use thereof would not infringe without such User subscriptions after combination; (3) a Claim Against You arises from Services under an Order Form for which there is no charge; (4) a Claim against You is based on traditional online storefront commerce functionality that is or was in general use in the effective date of termination.industry; or

Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding (“Claim”) made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party (a "Claim Against You")party, and shall indemnify You for any damages, attorney fees and costs damages finally awarded against You as a result ofagainst, and for amounts paid by reasonable attorney fees incurred by, You under a court-approved settlement ofin connection with any such Claim; provided, a Claim Against You; provided that You (a) promptly give Us written notice of the Claim Against YouClaim; (b) give Us sole control of the defense defence and settlement of the Claim Against You (provided that We may not settle any Claim Against You unless the settlement unconditionally releases You of all liabilityliability and You may not make any admissions or settlements without Our prior written consent); and (c) provide to Us all reasonable assistance, at Our expense; and (d) provided that such infringement or misappropriation of any third party's intellectual property rights is not resulting from: (i) Your or Your Users misuse of the Services or the Site; (ii) Your use of the Services together with a Third Party Application or integration; or (iii) from non-compliance by You or Your Users of the terms and conditions contained herein. In the event of a Claim Against against You, or if We reasonably believe the Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under “Section 9.1 (Our Warranties” ) above, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination.

Indemnification by Us. We shall will defend You against any claim, demand, suit, or proceeding made or brought against You by a third party alleging that the use of the Services as permitted hereunder any Purchased Service infringes or misappropriates the such third party’s intellectual property rights of a third party (a "“Claim Against You"”), and shall will indemnify You for from any damages, attorney fees and costs finally awarded against You as a result of, and or for amounts paid by You under a court-settlement approved settlement by Us in writing of, a Claim Against You; , provided that You (a) promptly give Us written notice of the Claim Against You; , (b) give Us sole control of the defense and settlement of the Claim Against You (provided except that We may not settle any Claim Against You unless the settlement it unconditionally releases You of all liability); , and (c) provide to give Us all reasonable assistance, at Our expense. In the event of If We receive information about an infringement or misappropriation claim related to a Claim Against You, or if We reasonably believe the Services may infringe or misappropriateService, We may in Our discretion and at no cost to You (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under “Our Floify Warranties” above, (ii) obtain a license for Your continued use of the Services that Service in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services that Service upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply if (1) the allegation does not state with specificity that our Services are the basis of the Claim Against You; (2) a Claim Against You arises from the use or combination of our Services or any part thereof with software, hardware, data, or processes not provided by Us, if our Services or use thereof would not infringe without such User subscriptions after combination; (3) a Claim Against You arises from Services under an Order Form for which there is no charge; (4) a Claim against You is based on traditional online storefront commerce functionality that is or was in general use in the effective date industry; or (5) a Claim Against You arises from Content, a Non-Floify Application or Your use of terminationthe Services in violation of this Agreement, the Documentation or applicable Order Forms.