IPR Indemnity. 11.1 The Customer shall indemnify and hold harmless Red Dot, its affiliates, its and their Representatives against any Losses arising out of or in connection with any allegation or claim that the Customer Materials infringe any third party Intellectual Property Rights. 11.2 Red Dot shall ensure that: 11.3 Red Dot provides reasonable co-operation to the Customer in the defence and settlement of such claim; and 11.4 the Customer is given sole authority to defend or settle the claim. 11.5 Subject to clause 11.6 and clause 11.7, Red Dot shall indemnify and hold harmless the Customer against any claim made against it by a third party to the extent that such claim alleges that the Platform infringes any patent, copyright, trade mark, database right or right of confidentiality in the United Kingdom belonging to that third party, provided that: 11.5.1 Red Dot is given prompt notice of any such claim (and in any event is given notice within five (5) Business Days of the Customer becoming aware of, or being notified of, the claim); 11.5.2 the Customer provides reasonable co-operation to Red Dot in the defence and settlement of such claim; and 11.5.3 Red Dot is given sole authority to defend or settle the claim. 11.6 In the defence or settlement of any claim under clause 10.5, Red Dot may procure the right for the Customer to continue using the Platform, replace or modify the Platform so that it becomes non- infringing or, if such remedies are not reasonably available, terminate or suspend the Agreement on notice to the Customer without any additional liability to the Customer. 11.7 In no event shall Red Dot, its employees, agents or sub-contractors be liable to the Customer to the extent that the alleged infringement is based on: 11.7.1 a modification of the Platform by anyone other than Red Dot or its Representatives; 11.7.2 the Customer's use of the Platform in a manner contrary to the instructions given to the Customer by Red Dot; 11.7.3 an infringing Customer Material. 11.8 Clause 11.5 states the Customer’s sole and exclusive rights and remedies in respect of infringement of any third party Intellectual Property Rights. 11.9 The IPR Indemnity shall apply to Losses to the extent that such Losses are: 11.9.1 awarded against the Customer by a court or other body having competent jurisdiction or agreed to be paid (with the consent of Red Dot) to the third-party claimant in settlement of an IPR Claim; and 11.9.2 reasonably and properly incurred legal fees and disbursements, fees levied by any court of competent jurisdiction, arbitrator or mediator, and/or fees and disbursements charged by expert witnesses.
Appears in 1 contract
Sources: General Terms and Conditions
IPR Indemnity. 11.1 The Customer shall indemnify and hold harmless FINU powered by Red Dot, its affiliates, its and their Representatives against any Losses arising out of or in connection with any allegation or claim that the Customer Materials infringe any third party Intellectual Property Rights.
11.2 FINU powered by Red Dot shall ensure that:
11.3 FINU powered by Red Dot provides reasonable co-operation to the Customer in the defence and settlement of such claim; and
11.4 the Customer is given sole authority to defend or settle the claim.
11.5 Subject to clause 11.6 and clause 11.7, FINU powered by Red Dot shall indemnify and hold harmless the Customer against any claim made against it by a third party to the extent that such claim alleges that the Platform infringes any patent, copyright, trade mark, database right or right of confidentiality in the United Kingdom belonging to that third party, provided that:
11.5.1 FINU powered by Red Dot is given prompt notice of any such claim (and in any event is given notice within five (5) Business Days of the Customer becoming aware of, or being notified of, the claim);
11.5.2 the Customer provides reasonable co-operation to FINU powered by Red Dot in the defence and settlement of such claim; and
11.5.3 FINU powered by Red Dot is given sole authority to defend or settle the claim.
11.6 In the defence or settlement of any claim under clause 10.5, FINU powered by Red Dot may procure the right for the Customer to continue using the Platform, replace or modify the Platform so that it becomes non- non-infringing or, if such remedies are not reasonably available, terminate or suspend the Agreement on notice to the Customer without any additional liability to the Customer.
11.7 In no event shall Red Dot, its employees, agents or sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
11.7.1 a modification of the Platform by anyone other than FINU powered by Red Dot or its Representatives;
11.7.2 the Customer's use of the Platform in a manner contrary to the instructions given to the Customer by Red Dot;
11.7.3 an infringing Customer Material.
11.8 Clause 11.5 states the Customer’s sole and exclusive rights and remedies in respect of infringement of any third party Intellectual Property Rights.
11.9 The IPR Indemnity shall apply to Losses to the extent that such Losses are:
11.9.1 awarded against the Customer by a court or other body having competent jurisdiction or agreed to be paid (with the consent of Red Dot) to the third-party claimant in settlement of an IPR Claim; and
11.9.2 reasonably and properly incurred legal fees and disbursements, fees levied by any court of competent jurisdiction, arbitrator or mediator, and/or fees and disbursements charged by expert witnesses.
Appears in 1 contract
IPR Indemnity. 11.1 The Customer shall indemnify and hold harmless FINU powered by Red Dot, its affiliates, its and their Representatives against any Losses arising out of or in connection with any allegation or claim that the Customer Materials infringe any third party Intellectual Property Rights.
11.2 FINU powered by Red Dot shall ensure that:
11.3 FINU powered by Red Dot provides reasonable co-operation to the Customer in the defence and settlement of such claim; and
11.4 the Customer is given sole authority to defend or settle the claim.
11.5 Subject to clause 11.6 and clause 11.7, FINU powered by Red Dot shall indemnify and hold harmless the Customer against any claim made against it by a third party to the extent that such claim alleges that the Platform infringes any patent, copyright, trade mark, database right or right of confidentiality in the United Kingdom belonging to that third party, provided that:
11.5.1 FINU powered by Red Dot is given prompt notice of any such claim (and in any event is given notice within five (5) Business Days of the Customer becoming aware of, or being notified of, the claim);
11.5.2 the Customer provides reasonable co-operation to FINU powered by Red Dot in the defence and settlement of such claim; and
11.5.3 FINU powered by Red Dot is given sole authority to defend or settle the claim.
11.6 In the defence or settlement of any claim under clause 10.5, FINU powered by Red Dot may procure the right for the Customer to continue using the Platform, replace or modify the Platform so that it becomes non- non-infringing or, if such remedies are not reasonably available, terminate or suspend the Agreement on notice to the Customer without any additional liability to the Customer.
11.7 In no event shall Red Dot, its employees, agents or sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
11.7.1 a modification of the Platform by anyone other than FINU powered by Red Dot or its Representatives;
11.7.2 the Customer's use of the Platform in a manner contrary to the instructions given to the Customer by Red Dot;
11.7.3 an infringing Customer Material.
11.8 Clause 11.5 states the Customer’s sole and exclusive rights and remedies in respect aringhdts aned rxemcedlieus isn riespvecet of infringement of any third party Intellectual Property Rights.
11.9 The IPR Indemnity shall apply to Losses to the extent that such Losses are:
11.9.1 awarded against the Customer by a court or other body having competent jurisdiction or agreed to be paid (with the consent of Red Dot) to the third-party claimant in settlement of an IPR Claim; and
11.9.2 reasonably and properly incurred legal fees and disbursements, fees levied by any court of competent jurisdiction, arbitrator or mediator, and/or fees and disbursements charged by expert witnesses.
Appears in 1 contract
Sources: Associate Partner Agreement