Common use of Indemnification by Us Clause in Contracts

Indemnification by Us. We will defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that any Service that You purchased materially infringes or misappropriates such third party’s intellectual property rights (a “Claim Against You”), and will indemnify You from any damages, reasonable attorney fees and costs finally awarded against You as a result of, or for amounts paid by You under a settlement approved by Us in writing of, a Claim Against You, provided 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 (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability); and (c) give Us all reasonable assistance, at Our expense. The above defense and indemnification obligations do not apply to Your use of the Services in violation of this Agreement, Services Schedule(s), the Documentation or applicable Order Forms, or to the extent that a Claim Against you relates to your willful misconduct or gross negligence.

Indemnification by Us. We will defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that any the use of a Purchased Service that You purchased materially in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights (a “Claim Against You”), and will indemnify You from any damages, reasonable attorney fees and costs finally awarded against You as a result of, or for amounts paid by You under a court-approved settlement approved by Us in writing of, a Claim Against You, provided 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 (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability); , and (c) give Us all reasonable assistance, at Our expense. If We receive information about an infringement or misappropriation claim related to a Service, We may in Our discretion and at no cost to You (i) modify the Service so that it no longer infringes or misappropriates, (ii) obtain a license for Your continued use of that Service in accordance with this Agreement, or (iii) terminate Your subscriptions for that Service and refund 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 use of the Services in violation breach of this Agreement, Services Schedule(s), the Documentation or applicable Order Forms, or to the extent that a Claim Against you relates to your willful misconduct or gross negligence.

Indemnification by Us. We will defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that any the use of a Purchased Service that You purchased materially in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights (a “Claim Against You”), and will indemnify You from any damages, reasonable attorney fees and costs finally awarded against You as a result of, or for amounts paid by You under a court-approved settlement approved by Us in writing of, a Claim Against You, provided 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 (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability); , and (c) give Us all reasonable assistance, at Our expense. The above defense If We receive information about an infringement or misappropriation claim related to a Service, We may in Our discretion and indemnification obligations do not apply at no cost to Your use of You (i) modify the Services in violation of this AgreementService so that it no longer infringes or misappropriates, Services Schedule(swithout breaching Our warranties under Section 8.2 (Our Warranties), the Documentation or applicable Order Forms, or to the extent that a Claim Against you relates to your willful misconduct or gross negligence.,

Indemnification by Us. We will shall defend You to the extent permitted under 28 U.S.C. 516 against any claim, demand, suit suit, or proceeding made or brought against You by a third party alleging that any Service that You purchased materially the use of the Services as permitted hereunder infringes or misappropriates such third party’s the intellectual property rights of a third party (a “Claim Against You”“), and will shall indemnify You from for any damages, reasonable attorney fees and costs finally awarded against You as a result of, or and for amounts paid by You under a court-approved settlement approved by Us in writing of, a Claim Against You, ; provided You: that You (a) promptly give Us written notice of the Claim Against You; ; (b) allow Us to consult on the matter and give Us sole control of the right to participate in the defense and settlement of the Claim Against You (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability)at Our expense; and (c) give provide to Us all reasonable assistance, at Our expense. The above defense and indemnification obligations do not apply to Your use In the event of the Services in violation of this Agreement, Services Schedule(s), the Documentation or applicable Order Forms, or to the extent that a Claim Against you relates You, or if We reasonably believe the Services may infringe or misappropriate, We may in Our discretion and at no cost to your willful misconduct You (i) modify the Services so that they no longer infringe or gross negligence.misappropriate, without breaching Our warranties under “Our Warranties” above,

Indemnification by Us. We will defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that any Service that You purchased materially infringes or misappropriates such third party’s party?s intellectual property rights (a “?Claim Against You”?), and will indemnify You from any damages, reasonable attorney fees and costs finally awarded against You as a result of, or for amounts paid by You under a settlement approved by Us in writing of, a Claim Against You, provided 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 (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability); , and (c) give Us all reasonable assistance, at Our expense. The above defense If We receive information about an infringement or misappropriation claim related to a Service, We may in Our discretion and indemnification obligations do not apply 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 ?▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Warranties? above, (ii) obtain a license for Your continued use of the Services that Service in violation of accordance with this Agreement, Services Schedule(s), the Documentation or applicable Order Forms, or to the extent that a Claim Against you relates to your willful misconduct or gross negligence.or

Indemnification by Us. We will defend You you against any claim, demand, suit or proceeding made or brought against You you by a third party (i) alleging that any Service that You purchased materially infringes our Services infringe or misappropriates misappropriate such third party’s intellectual property rights or (ii) directly caused by our fraud, willful misconduct or deliberate wrongdoing (each, a “Claim Against You”), and will indemnify You you from any damages, reasonable attorney fees and costs finally awarded against You you as a result of, or for amounts paid by You you under a settlement approved by Us us in writing of, a Claim Against You, provided 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 (except that We we may not settle any Claim Against You unless it unconditionally releases You you of all liability); , and (c) give Us us all reasonable assistance, at Our our expense. The above defense If we receive information about an infringement or misappropriation claim related to the Services, we may in our discretion and indemnification obligations do not apply at no cost to Your you (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching our warranties in this Agreement, (ii) obtain a license for your continued use of the Services infringing Service in violation of accordance with this Agreement, Services Schedule(s), the Documentation or applicable Order Forms, or to the extent that a Claim Against you relates to your willful misconduct or gross negligence.or

Indemnification by Us. We will shall defend You against any claim, demand, suit suit, or proceeding made or brought against You by a third party alleging that any Service that You purchased materially the use of the Services as permitted hereunder infringes or misappropriates such third party’s the intellectual property rights of a third party (a “"Claim Against You”"), and will shall indemnify You from for any damages, reasonable attorney fees and costs finally awarded against You as a result of, or and for amounts paid by You under a court approved settlement approved by Us in writing of, a Claim Against You, ; provided You: 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 (except provided that We may not settle any Claim Against You unless it the settlement unconditionally releases You of all liability); and (c) give provide to Us all reasonable assistance, at Our expense. The above defense 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 indemnification obligations do not apply 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 violation of accordance with this Agreement, Services Schedule(s), the Documentation or applicable Order Forms, or to the extent that a Claim Against you relates to your willful misconduct or gross negligence.or

Indemnification by Us. We will shall defend You against any claim, demand, suit suit, or proceeding made or brought against You by a third party alleging that any Service that You purchased materially the use of the Services as permitted hereunder infringes or misappropriates such third party’s the intellectual property rights of a third party (a “"Claim Against You”"), and will shall indemnify You from for any damages, reasonable attorney fees and costs finally awarded against You as a result of, or and for amounts paid by You under a court approved settlement approved by Us in writing of, a Claim Against You, ; provided You: 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 (except provided that We may not settle any Claim Against You unless it the settlement unconditionally releases You of all liability); and (c) give provide to Us all reasonable assistance, at Our expense. The above defense and indemnification obligations do not apply to Your use In the event of the Services in violation of this Agreement, Services Schedule(s), the Documentation or applicable Order Forms, or to the extent that a Claim Against you relates You, or if We reasonably believe the Services may infringe or misappropriate, We may in Our discretion and at no cost to your willful misconduct You (i) modify the Services so that they no longer infringe or gross negligence.misappropriate, without breaching Our warranties under “Our

Indemnification by Us. We will defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that any the use of a Purchased Service that You purchased materially or the Software in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights (a “Claim Against You”), and will indemnify You from any damages, reasonable attorney fees and costs finally awarded against You as a result of, or for amounts paid by You under a court-approved settlement approved by Us in writing of, a Claim Against You, provided 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 (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability); , and (c) give Us all reasonable assistance, at Our expense. The above defense If We receive information about an infringement or misappropriation claim related to a Service or Software, We may in Our discretion and indemnification obligations do not apply at no cost to Your use of You (i) modify the Services in violation of this AgreementService or Software so that it no longer infringes or misappropriates, Services Schedule(s), the Documentation or applicable Order Forms, or to the extent that a Claim Against you relates to your willful misconduct or gross negligence.without breaching Our warranties under Section

Indemnification by Us. We will defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that any the use of a Purchased Service that You purchased materially in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights (a “Claim Against You”), and will indemnify You from any damages, reasonable attorney fees and costs finally awarded against You as a result of, or for amounts paid by You under a court-approved settlement approved by Us in writing of, a Claim Against You, provided 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 (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability); , and (c) give Us all reasonable assistance, at Our expense. The above defense If We receive information about an infringement or misappropriation claim related to a Service, We may in Our discretion and indemnification obligations do not apply at no cost to Your use of You (i) modify the Services in violation of this AgreementService so that it no longer infringes or misappropriates, Services Schedule(swithout breaching Our warranties under Section 9.2 (Our Warranties), the Documentation or applicable Order Forms, or to the extent that a Claim Against you relates to your willful misconduct or gross negligence.,

Indemnification by Us. We will defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that any (a) the use of a Purchased Service that You purchased materially in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights (a “Claim Against You”), except for infringement or misappropriation Claims Against You that would not have arisen but for addition or use of subject matter not provided by Us or to the extent caused by misuse of the Services by You, and will indemnify You from any damages, reasonable attorney fees and costs finally awarded against You as a result of, or for amounts paid by You under a court-approved settlement approved by Us in writing of, a Claim Against You, provided 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 (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability); and (c) give Us all reasonable assistance, at Our expense. The above defense and indemnification obligations do not apply to Your use of the Services in violation of this Agreement, Services Schedule(s), the Documentation or applicable Order Forms, or to the extent that a Claim Against you relates to your willful misconduct or gross negligence.and