Common use of Indemnification by ▇▇▇▇▇▇ Clause in Contracts

Indemnification by ▇▇▇▇▇▇. ▇▇▇▇▇▇ shall indemnify and defend Customer, its employees, directors and officers (the “Customer Indemnified Parties”) from and against any and all costs, damages and expenses (collectively, “Losses”), suffered or incurred by any Customer Indemnified Party, as a result of any claim brought by a third party (“Third Party Claim”) against a Customer Indemnified Party alleging that the Services in accordance with the terms and conditions of this Agreement infringes any patent, copyright, trademark or trade secret right of such third party (an “Infringement Claim”). Without limiting the foregoing, in the event that any portion of the Services is likely to, in ▇▇▇▇▇▇’s sole opinion, or does become the subject of an Infringement Claim, Jasper may, at its option and expense: (i) procure for Customer the right to continue using the allegedly infringing item, (ii) substitute a functionally equivalent non-infringing replacement for such item, (iii) modify such item to make it non-infringing and functionally equivalent, or (iv) terminate the Agreement and any outstanding Order Forms and refund to Customer prepaid unused Fees for the infringing items. Jasper shall have no liability for any Infringement Claim to the extent arising from: (1) Customer’s use or supply to Jasper of any Customer Property; (2) use of the Services in combination with any software, hardware, network, or system not supplied by ▇▇▇▇▇▇ if the alleged infringement relates to such combination;

Indemnification by ▇▇▇▇▇▇. ▇▇▇▇▇▇ shall indemnify indemnify, defend, and defend hold harmless Customer, its employees, directors and officers (the “Customer Indemnified Parties”) from and against any and all costs, damages and expenses (collectively, “Losses”), suffered or incurred by any Customer Indemnified Party, as a result of any claim brought by a third party (“Third Party Claim”) against a Customer Indemnified Party alleging that the Services in accordance with the terms and conditions of this Agreement infringes any patent, copyright, trademark or trade secret right of such third party (an “Infringement Claim”). Without limiting the foregoing, in the event that any portion of the Services is likely to, in ▇▇▇▇▇▇Jasper’s sole opinion, or does become the subject of an Infringement Claim, Jasper may, at its option and expense: (i) procure for Customer the right to continue using the allegedly infringing item, (ii) substitute a functionally equivalent non-infringing replacement for such item, (iii) modify such item to make it non-infringing and functionally equivalent, or (iv) terminate the Agreement and any outstanding Order Forms and refund to Customer prepaid unused Fees for the infringing items. Jasper shall have no liability for any Infringement Claim to the extent arising from: (1) Customer’s use or supply to Jasper of any Customer Property; (2) use of the Services in combination with any software, hardware, network, or system not supplied by ▇▇▇▇▇▇ if the alleged infringement relates to such combination;; (3) any modification or alteration of the Services (other than by ▇▇▇▇▇▇); (4) the Output; or (5) Customer’s violation of applicable law or third party rights.

Indemnification by ▇▇▇▇▇▇. ▇▇▇▇▇▇ shall indemnify will defend and defend pay Customer, its employees, directors and officers (the “Customer Indemnified Parties”) from and against any and all costs, damages and expenses (collectively, “Losses”), suffered or incurred by any Customer Indemnified Party, as a result of any claim brought by a third party (“Third Party Claim”) against a Customer Indemnified Party alleging that the Services in accordance with the terms and conditions of this Agreement infringes any patent, copyright, trademark or trade secret right of such third party (an “Infringement Claim”). Without limiting the foregoing, in the event that any portion of the Services is likely to, in ▇▇▇▇▇▇’s sole opinion, or does become the subject of an Infringement Claim, Jasper may, at its option and expense: (i) procure for Customer the right to continue using the allegedly infringing item, (ii) substitute a functionally equivalent non-infringing replacement for such item, or (iii) modify such item to make it non-infringing and functionally equivalent, or (iv) terminate the Agreement and any outstanding Order Forms and refund to Customer prepaid unused Fees fees for the infringing itemsitems that Jasper received from Reseller. Jasper shall have no liability for any Infringement Claim to the extent arising from: from (1) Customer’s use or supply to Jasper of any Customer Property; (2) use of the Services in combination with any software, hardware, network, network or system not supplied by ▇▇▇▇▇▇ if the alleged infringement relates to such combination;; (3) any modification or alteration of the Services (other than by ▇▇▇▇▇▇); or (4) the Output, or (5) Customer’s violation of applicable law or third party rights.

Indemnification by ▇▇▇▇▇▇. ▇▇▇▇▇▇ shall indemnify will defend and defend pay Customer, its employees, directors and officers (the “Customer Indemnified Parties”) from and against any and all costs, damages and expenses (collectively, “Losses”), suffered or incurred by any Customer Indemnified Party, as a result of any claim brought by a third party (“Third Party Claim”) against a Customer Indemnified Party alleging that the Services in accordance with the terms and conditions of this Agreement infringes any patent, copyright, trademark or trade secret right of such third party (an “Infringement Claim”). Without limiting the foregoing, in the event that any portion of the Services is likely to, in ▇▇▇▇▇▇’s sole opinion, or does become the subject of an Infringement Claim, Jasper may, at its option and expense: (i) procure for Customer the right to continue using the allegedly infringing item, (ii) substitute a functionally equivalent non-infringing replacement for such item, or (iii) modify such item to make it non-infringing and functionally equivalent, or (iv) terminate the Agreement and any outstanding Order Forms and refund to Customer prepaid unused Fees fees for the infringing itemsitems that ▇▇▇▇▇▇ received from Reseller. Jasper shall have no liability for any Infringement Claim to the extent arising from: from (1) Customer’s use or supply to Jasper of any Customer Property; (2) use of the Services in combination with any software, hardware, network, network or system not supplied by ▇▇▇▇▇▇ if the alleged infringement relates to such combination;; (3) any modification or alteration of the Services (other than by ▇▇▇▇▇▇); or (4) the Output, or (5) Customer’s violation of applicable law or third party rights.

Indemnification by ▇▇▇▇▇▇. ▇▇▇▇▇▇ shall indemnify will defend and defend pay Customer, its employees, directors and officers (the “Customer Indemnified Parties”) from and against any and all costs, damages and expenses (collectively, “Losses”), suffered or incurred by any Customer Indemnified Party, as a result of any claim brought by a third party (“Third Party Claim”) against a Customer Indemnified Party alleging that the Services in accordance with the terms and conditions of this Agreement infringes any patent, copyright, trademark or trade secret right of such third party (an “Infringement Claim”). Without limiting the foregoing, in the event that any portion of the Services is likely to, in ▇▇▇▇▇▇Jasper’s sole opinion, or does become the subject of an Infringement Claim, Jasper may, at its option and expense: (i) procure for Customer the right to continue using the allegedly infringing item, (ii) substitute a functionally equivalent non-infringing replacement for such item, (iii) modify such item to make it non-infringing and functionally equivalent, or (iv) terminate the Agreement and any outstanding Order Forms and refund to Customer prepaid unused Fees for the infringing items. Jasper shall have no liability for any Infringement Claim to the extent arising from: (1) Customer’s use or supply to Jasper of any Customer Property; (2) use of the Services in combination with any software, hardware, network, or system not supplied by ▇▇▇▇▇▇ if the alleged infringement relates to such combination;; (3) any modification or alteration of the Services (other than by ▇▇▇▇▇▇); (4) the Output; or (5) Customer’s violation of applicable law or third party rights.