Common use of Infringement Claims Clause in Contracts

Infringement Claims. Altova will indemnify and hold you harmless and will defend or settle any claim, suit or proceeding brought against you by a third party that is based upon a claim that the content contained in the Software infringes a copyright or violates an intellectual or proprietary right protected by United States or European Union law (“Claim”), but only to the extent the Claim arises directly out of the use of the Software and subject to the limitations set forth in Section 5 of this Agreement except as otherwise expressly provided. You must notify Altova in writing of any Claim within ten (10) business days after you first receive notice of the Claim, and you shall provide to Altova at no cost such assistance and cooperation as Altova may reasonably request from time to time in connection with the defense of the Claim. Altova shall have sole control over any Claim (including, without limitation, the selection of counsel and the right to settle on your behalf on any terms Altova deems desirable in the sole exercise of its discretion). You may, at your sole cost, retain separate counsel and participate in the defense or settlement negotiations. Altova shall pay actual damages, costs, and attorney fees awarded against you (or payable by you pursuant to a settlement agreement) in connection with a Claim to the extent such direct damages and costs are not reimbursed to you by insurance or a third party, to an aggregate maximum equal to the purchase price of the Software. If the Software or its use becomes the subject of a Claim or its use is enjoined, or if in the opinion of Altova’s legal counsel the Software is likely to become the subject of a Claim, Altova shall attempt to resolve the Claim by using commercially reasonable efforts to modify the Software or obtain a license to continue using the Software. If in the opinion of Altova’s legal counsel the Claim, the injunction or potential Claim cannot be resolved through reasonable modification or licensing, Altova, at its own election, may terminate this Agreement without penalty, and will refund to you on a pro rata basis any fees paid in advance by you to Altova. THE FOREGOING CONSTITUTES ALTOVA’S SOLE AND EXCLUSIVE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT. This indemnity does not apply to situations where the alleged infringement, whether patent or otherwise, is the result of a combination of the Altova software and additional elements supplied by you.

Infringement Claims. Altova Software FX will indemnify and hold you harmless and will defend or settle any claim, suit or proceeding brought against you by a third party that is based upon a claim that the content contained in the Software infringes a copyright or violates an intellectual or proprietary right protected by United States or European Union law (“Claim”), but only to the extent the Claim arises directly out of the use of the Software and subject to the limitations set forth in Section 5 of this Agreement except as otherwise expressly provided. You must notify Altova Software FX in writing of any Claim within ten (10) business days after you first receive notice of the Claim, and you shall provide to Altova Software FX at no cost with such assistance and cooperation as Altova Software FX may reasonably request from time to time in connection with the defense of the Claim. Altova Software FX shall have sole control over any Claim (including, without limitation, the selection of counsel and the right to settle on your behalf on any terms Altova Software FX deems desirable in the sole exercise of its discretion). You may, at your sole cost, retain separate counsel and participate in the defense or settlement negotiations. Altova Software FX shall pay actual damages, costs, and attorney fees awarded against you (or payable by you pursuant to a settlement agreement) in connection with a Claim to the extent such direct damages and costs are not reimbursed to you by insurance or a third party, to an aggregate maximum equal to the purchase price of the Software. If the Software or its use becomes the subject of a Claim or its use is enjoined, or if in the opinion of AltovaSoftware FX’s legal counsel the Software is likely to become the subject of a Claim, Altova Software FX shall attempt to resolve the Claim by using commercially reasonable efforts to modify the Software or obtain a license to continue using the Software. If in the opinion of AltovaSoftware FX’s legal counsel the Claim, the injunction or potential Claim cannot be resolved through reasonable modification or licensing, AltovaSoftware FX, at its own election, may terminate this Software License Agreement without penalty, and will refund to you on a pro rata basis any fees paid in advance by you to AltovaSoftware FX. THE FOREGOING CONSTITUTES ALTOVASOFTWARE FX’S SOLE AND EXCLUSIVE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT. This indemnity does not apply to situations where the alleged infringementinfringements that would not be such, whether patent or otherwise, is the result of a combination of the Altova software and additional elements except for customer- supplied by youelements.

Infringement Claims. Altova ANYCHART will indemnify and hold you harmless and will defend or settle any claim, suit or proceeding brought against you by a third party that is based upon a claim that the content contained in the Software infringes a copyright or violates an intellectual or proprietary right protected by United States or European Union law (“Claim”), but only to the extent the Claim arises directly out of the use of the Software and subject to the limitations set forth in Section 5 of this Agreement except as otherwise expressly providedSoftware. You must notify Altova ANYCHART in writing of any Claim within ten (10) business days after you first receive notice of the Claim, and you shall provide to Altova ANYCHART at no cost with such assistance and cooperation as Altova ANYCHART may reasonably request from time to time in connection with the defense of the Claim. Altova ANYCHART shall have sole control over any Claim (including, without limitation, the selection of counsel and the right to settle on your behalf on any terms Altova ANYCHART deems desirable in the sole exercise of its discretion). You may, at your sole cost, retain separate counsel and participate in the defense or settlement negotiations. Altova ANYCHART shall pay actual damages, costs, damages and attorney fees costs awarded against you (or payable by you pursuant to a settlement agreement) in connection with a Claim to the extent such direct damages and costs are not reimbursed to you by insurance or a third party, to an aggregate maximum equal to the purchase price of the SoftwareUS$1,000. If the Software or its use becomes the subject of a Claim or its use is enjoined, or if in the opinion of AltovaANYCHART’s legal counsel the Software is likely to become the subject of a Claim, Altova ANYCHART shall attempt to resolve the Claim by using commercially reasonable efforts to modify the Software or obtain a license to continue using the Software. If in the opinion of AltovaANYCHART’s legal counsel the Claim, the injunction or potential Claim cannot be resolved through reasonable modification or licensing, AltovaANYCHART, at its own election, may terminate this Agreement without penalty, and will refund to you on a pro rata basis any fees paid in advance by you to AltovaANYCHART. THE FOREGOING CONSTITUTES ALTOVAANYCHART’S SOLE AND EXCLUSIVE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT. This indemnity does not apply to situations where the alleged infringement, whether patent or otherwise, is the result of a combination of the Altova software and additional elements supplied by you.

Infringement Claims. Altova New West will indemnify and hold you harmless and will defend or settle any claim, suit or proceeding brought against you by a third party that is based upon a claim that the content contained in the Software infringes a copyright or violates an intellectual or proprietary right protected by United States or European Union law (“Claim”), but only to the extent the Claim arises directly out of the use of the Software and subject to the limitations set forth in Section 5 of this Agreement except as otherwise expressly provided. You must notify Altova New West in writing of any Claim within ten (10) business days after you first receive notice of the Claim, and you shall provide to Altova New West at no cost with such assistance and cooperation as Altova New West may reasonably request from time to time in connection with the defense of the Claim. Altova New West shall have sole control over any Claim (including, without limitation, the selection of counsel and the right to settle on your behalf on any terms Altova New West deems desirable in the sole exercise of its discretion). You may, at your sole cost, retain separate counsel and participate in the defense or settlement negotiations. Altova New West shall pay actual damages, costs, and attorney fees awarded against you (or payable by you pursuant to a settlement agreement) in connection with a Claim to the extent such direct damages and costs are not reimbursed to you by insurance or a third party, to an aggregate maximum equal to the purchase price of the Software. If the Software or its use becomes the subject of a Claim or its use is enjoined, or if in the opinion of AltovaNew West’s legal counsel the Software is likely to become the subject of a Claim, Altova New West shall attempt to resolve the Claim by using commercially reasonable efforts to modify the Software or obtain a license to continue using the Software. If in the opinion of AltovaNew West’s legal counsel the Claim, the injunction or potential Claim cannot be resolved through reasonable modification or licensing, AltovaNew West, at its own election, may terminate this Software License Agreement without penalty, and will refund to you on a pro rata basis any fees paid in advance by you to AltovaNew West. THE FOREGOING CONSTITUTES ALTOVANEW WEST’S SOLE AND EXCLUSIVE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT. This indemnity does not apply to situations where the alleged infringementinfringements that would not be such, whether patent or otherwise, is the result of a combination of the Altova software and additional elements except for customer-supplied by youelements.

Infringement Claims. Altova ELPICAL will indemnify and hold you harmless and will defend or settle any claim, suit or proceeding brought against you by a third party that is based upon a claim that the content contained in the Software infringes a copyright or violates an intellectual or proprietary right protected by United States or European Union law (“Claim”), but only to the extent the Claim arises directly out of the use of the Software and subject to the limitations set forth in Section 5 of this Agreement except as otherwise expressly provided. You must notify Altova ELPICAL in writing of any Claim within ten (10) business days after you first receive notice of the Claim, and you shall provide to Altova ELPICAL at no cost with such assistance and cooperation as Altova ELPICAL may reasonably request from time to time in connection with the defense of the Claim. Altova ELPICAL shall have sole control over any Claim (including, without limitation, the selection of counsel and the right to settle on your behalf on any terms Altova ELPICAL deems desirable in the sole exercise of its discretion). You may, at your sole cost, retain separate counsel and participate in the defense or settlement negotiations. Altova ELPICAL shall pay actual damages, costs, and attorney fees awarded against you (or payable by you pursuant to a settlement agreement) in connection with a Claim to the extent such direct damages and costs are not reimbursed to you by insurance or a third party, to an aggregate maximum equal to the purchase price of the Software. If the Software or its use becomes the subject of a Claim or its use is enjoined, or if in the opinion of AltovaELPICAL’s legal counsel the Software is likely to become the subject of a Claim, Altova ELPICAL shall attempt to resolve the Claim by using commercially reasonable efforts to modify the Software or obtain a license to continue using the Software. If in the opinion of AltovaELPICAL’s legal counsel the Claim, the injunction or potential Claim cannot be resolved through reasonable modification or licensing, AltovaELPICAL, at its own election, may terminate this Software License Agreement without penalty, and will refund to you on a pro rata basis any fees paid in advance by you to AltovaELPICAL. THE FOREGOING CONSTITUTES ALTOVAELPICAL’S SOLE AND EXCLUSIVE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT. This indemnity does not apply to situations where the alleged infringementinfringements that would not be such, whether patent or otherwise, is the result of a combination of the Altova software and additional elements except for customer-supplied by youelements.

Infringement Claims. Altova will indemnify and hold you harmless and will defend or settle any claim, suit or proceeding brought against you by a third party that is based upon a claim that the content contained in the Software infringes a copyright or violates an intellectual or proprietary right protected by United States or European Union law (“Claim”), but only to the extent the Claim arises directly out of the use of the Software and subject to the limitations set forth in Section 5 of this Agreement except as otherwise expressly provided. You must notify Altova in writing of any Claim within ten (10) business days after you first receive notice of the Claim, and you shall provide to Altova at no cost with such assistance and cooperation as Altova may reasonably request from time to time in connection with the defense of the Claim. Altova shall have sole control over any Claim (including, without limitation, the selection of counsel and the right to settle on your behalf on any terms Altova deems desirable in the sole exercise of its discretion). You may, at your sole cost, retain separate counsel and participate in the defense or settlement negotiations. Altova shall pay actual damages, costs, and attorney fees awarded against you (or payable by you pursuant to a settlement agreement) in connection with a Claim to the extent such direct damages and costs are not reimbursed to you by insurance or a third party, to an aggregate maximum equal to the purchase price of the Software. If the Software or its use becomes the subject of a Claim or its use is enjoined, or if in the opinion of Altova’s legal counsel the Software is likely to become the subject of a Claim, Altova shall attempt to resolve the Claim by using commercially reasonable efforts to modify the Software or obtain a license to continue using the Software. If in the opinion of Altova’s legal counsel the Claim, the injunction or potential Claim cannot be resolved through reasonable modification or licensing, Altova, at its own election, may terminate this Software License Agreement without penalty, and will refund to you on a pro rata basis any fees paid in advance by you to Altova. THE FOREGOING CONSTITUTES ALTOVA’S SOLE AND EXCLUSIVE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT. This indemnity does not apply to situations where the alleged infringementinfringements that would not be such, whether patent or otherwise, is the result of a combination of the Altova software and additional elements except for customer-supplied by youelements.

Infringement Claims. Altova WARP IT will indemnify and hold you harmless and will defend or settle any claim, suit or proceeding brought against you by a third party that is based upon a claim that the content contained in the Software infringes a copyright or violates an intellectual or proprietary right protected by United States or European Union law (“Claim”), but only to the extent the Claim arises directly out of the use of the Software and subject to the limitations set forth in Section 5 of this Agreement except as otherwise expressly provided. You must notify Altova WARP IT in writing of any Claim within ten (10) business days after you first receive notice of the Claim, and you shall provide to Altova WARP IT at no cost with such assistance and cooperation as Altova WARP IT may reasonably request from time to time in connection with the defense defence of the Claim. Altova WARP IT shall have sole control over any Claim (including, without limitation, the selection of counsel and the right to settle on your behalf on any terms Altova WARP IT deems desirable in the sole exercise of its discretion). You may, at your sole cost, retain separate counsel and participate in the defense defence or settlement negotiations. Altova WARP IT shall pay actual damages, costs, and attorney fees awarded against you (or payable by you pursuant to a settlement agreement) in connection with a Claim to the extent such direct damages and costs are not reimbursed to you by insurance or a third party, to an aggregate maximum equal to the purchase price of the Software. If the Software or its use becomes the subject of a Claim or its use is enjoined, or if in the opinion of AltovaWARP IT’s legal counsel the Software is likely to become the subject of a Claim, Altova WARP IT shall attempt to resolve the Claim by using commercially reasonable efforts to modify the Software or obtain a license to continue using the Software. If in the opinion of AltovaWARP IT’s legal counsel the Claim, the injunction or potential Claim cannot be resolved through reasonable modification or licensing, AltovaWARP IT, at its own election, may terminate this Software License Agreement without penalty, and will refund to you on a pro rata basis any fees paid in advance by you to AltovaWARP IT. THE FOREGOING CONSTITUTES ALTOVAWARP IT’S SOLE AND EXCLUSIVE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT. This indemnity does not apply to situations where the alleged infringementinfringements that would not be such, whether patent or otherwise, is the result of a combination of the Altova software and additional elements except for customer-supplied by youelements.

Infringement Claims. Altova Xxxxxx will indemnify and hold you harmless and will defend or settle any claim, suit or proceeding brought against you by a third party that is based upon a claim that the content contained in the Software infringes a copyright or violates an intellectual or proprietary right protected by United States or European Union law (“Claim”), but only to the extent the Claim arises directly out of the use of the Software and subject to the limitations set forth in Section 5 of this Agreement except as otherwise expressly provided. You must notify Altova Xxxxxx in writing of any Claim within ten (10) business days after you first receive notice of the Claim, and you shall provide to Altova at no cost such assistance and cooperation as Altova may reasonably request from time to time in connection with the defense of the Claim. Altova shall have sole control over any Claim (including, without limitation, the selection of counsel and the right to settle on your behalf on any terms Altova deems desirable in the sole exercise of its discretion). You may, at your sole cost, retain separate counsel and participate in the defense or settlement negotiations. Altova shall pay actual damages, costs, and attorney fees awarded against you (or payable by you pursuant to a settlement agreement) in connection with a Claim to the extent such direct damages and costs are not reimbursed to you by insurance or a third party, to an aggregate maximum equal to the purchase price of the Software. If the Software or its use becomes the subject of a Claim or its use is enjoined, or if in the opinion of AltovaXxxxxx’s legal counsel the Software is likely to become the subject of a Claim, Altova Xxxxxx shall attempt to resolve the Claim by using commercially reasonable efforts to modify the Software or obtain a license to continue using the Software. If in the opinion of AltovaXxxxxx’s legal counsel the Claim, the injunction or potential Claim cannot be resolved through reasonable modification or licensing, Altova, at its own election, may terminate this Agreement without penalty, and will refund to you on a pro rata basis any fees paid in advance by you to Altova. THE FOREGOING CONSTITUTES ALTOVA’S SOLE AND EXCLUSIVE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT. This indemnity does not apply to situations where the alleged infringement, whether patent or otherwise, is the result of a combination of the Altova software and additional elements supplied by you.

Infringement Claims. Altova Licensor will indemnify and hold you harmless and will defend or settle any claim, suit or proceeding brought against you by a third party that is based upon a claim that the content contained in the Software infringes a copyright or violates an intellectual or proprietary right protected by United States or European Union law (a “Claim”), but only to the extent the Claim arises directly out of the use of the Software and subject to the limitations set forth in Section 5 Article 6 of this Agreement except as otherwise expressly provided. You must notify Altova Licensor in writing of any Claim within ten 10 (10ten) business days after you first receive notice of the Claim, and you shall provide to Altova Licensor at no cost with such assistance and cooperation as Altova Licensor may reasonably request from time to time in connection with the defense of the Claim. Altova Licensor shall have sole control over any Claim (including, without limitation, the selection of counsel and the right to settle on your behalf on any terms Altova Licensor deems desirable in the sole exercise of its discretion). You may, at your sole cost, retain separate counsel and participate in the defense or settlement negotiations. Altova Licensor shall pay actual damages, costs, and attorney fees awarded against you (or payable by you pursuant to a settlement agreement) in connection with a Claim to the extent such direct damages and costs are not reimbursed to you by insurance or a third party, to an aggregate maximum equal to the purchase price of the Software. If the Software or its use becomes the subject of a Claim or its use is enjoined, or if in the opinion of AltovaLicensor’s legal counsel counsel, the Software is likely to become the subject of a Claim, Altova Licensor shall attempt to resolve the Claim by using commercially reasonable efforts to modify the Software or obtain a license to continue using the Software. If in the opinion of AltovaLicensor’s legal counsel counsel, the Claim, the injunction or potential Claim cannot be resolved through reasonable modification or licensing, AltovaLicensor, at its own election, may terminate this Agreement without penalty, and will refund to you on a pro rata basis any fees paid in advance by you to AltovaLicensor. THE FOREGOING CONSTITUTES ALTOVA’S SOLE AND EXCLUSIVE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENTThe foregoing constitutes Licensor’s sole and exclusive liability for Intellectual Property Rights infringement. This indemnity does not apply to situations where the alleged infringementinfringements that would not be such, whether patent or otherwise, is the result of a combination of the Altova software and additional elements except for customer-supplied by youelements.

Infringement Claims. Altova Software FX will indemnify and hold you harmless and will defend or settle any claim, suit or proceeding brought against you by a third party that is based upon a claim that the content contained in the Software VTC infringes a copyright or violates an intellectual or proprietary right protected by United States or European Union law (“"Claim”"), but only to the extent the Claim arises directly out of the use of the Software VTC and subject to the limitations set forth in Section 5 of this Agreement except as otherwise expressly provided. You must notify Altova Software FX in writing of any Claim within ten (10) business days after you first receive notice of the Claim, and you shall provide to Altova Software FX at no cost with such assistance and cooperation as Altova Software FX may reasonably request from time to time in connection with the defense of the Claim. Altova Software FX shall have sole control over any Claim (including, without limitation, the selection of counsel and the right to settle on your behalf on any terms Altova Software FX deems desirable in the sole exercise of its discretion). You may, at your sole cost, retain separate counsel and participate in the defense or settlement negotiations. Altova Software FX shall pay actual damages, costs, and attorney fees awarded against you (or payable by you pursuant to a settlement agreement) in connection with a Claim to the extent such direct damages and costs are not reimbursed to you by insurance or a third party, to an aggregate maximum equal to the purchase price of the Softwareproduct. If the Software VTC or its use becomes the subject of a Claim or its use is enjoined, or if in the opinion of Altova’s Software FX's legal counsel the Software VTC is likely to become the subject of a Claim, Altova Software FX shall attempt to resolve the Claim by using commercially reasonable efforts to modify the Software VTC or obtain a license to continue using the Softwareproduct. If in the opinion of Altova’s Software FX's legal counsel the Claim, the injunction or potential Claim cannot be resolved through reasonable modification or licensing, AltovaSoftware FX, at its own election, may terminate this License Agreement without penalty, and will refund to you on a pro rata basis any fees paid in advance by you to AltovaSoftware FX. THE FOREGOING CONSTITUTES ALTOVA’S SOFTWARE FX'S SOLE AND EXCLUSIVE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT. This indemnity does not apply to situations where the alleged infringementinfringements that would not be such, whether patent or otherwise, is the result of a combination of the Altova software and additional elements except for customer-supplied by youelements.

Infringement Claims. Altova Xxxxxx will indemnify and hold you harmless and will defend or settle any claim, suit or proceeding brought against you by a third party that is based upon a claim that the content contained in the Software infringes a copyright or violates an intellectual or proprietary right protected by United States or European Union law (“Claim”), but only to the extent the Claim arises directly out of the use of the Software and subject to the limitations set forth in Section 5 of this Agreement except as otherwise expressly provided. You must notify Altova Xxxxxx in writing of any Claim within ten (10) business days after you first receive notice of the Claim, and you shall provide to Altova at no cost such assistance and cooperation as Altova may reasonably request from time to time in connection with the defense of the Claim. Altova shall have sole control over any Claim (including, without limitation, the selection of counsel and the right to settle on your behalf on any terms Altova Xxxxxx deems desirable in the sole exercise of its discretion). You may, at your sole cost, retain separate counsel and participate in the defense or settlement negotiations. Altova shall pay actual damages, costs, and attorney fees awarded against you (or payable by you pursuant to a settlement agreement) in connection with a Claim to the extent such direct damages and costs are not reimbursed to you by insurance or a third party, to an aggregate maximum equal to the purchase price of the Software. If the Software or its use becomes the subject of a Claim or its use is enjoined, or if in the opinion of AltovaXxxxxx’s legal counsel the Software is likely to become the subject of a Claim, Altova Xxxxxx shall attempt to resolve the Claim by using commercially reasonable efforts to modify the Software or obtain a license to continue using the Software. If in the opinion of AltovaXxxxxx’s legal counsel the Claim, the injunction or potential Claim cannot be resolved through reasonable modification or licensing, Altova, at its own election, may terminate this Agreement without penalty, and will refund to you on a pro rata basis any fees paid in advance by you to Altova. THE FOREGOING CONSTITUTES ALTOVA’S SOLE AND EXCLUSIVE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT. This indemnity does not apply to situations where the alleged infringement, whether patent or otherwise, is the result of a combination of the Altova software and additional elements supplied by you.