Third Party Intellectual Property Infringement Sample Clauses

The Third Party Intellectual Property Infringement clause defines the responsibilities and procedures if a product or service provided under the agreement is alleged to infringe on intellectual property rights owned by someone outside the contract. Typically, this clause requires the provider to defend, indemnify, and hold harmless the other party against such claims, and may outline steps such as replacing or modifying the infringing material. Its core function is to allocate the risk of third-party IP claims, ensuring that the party best positioned to manage or prevent infringement bears the associated legal and financial consequences.
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Third Party Intellectual Property Infringement. Verizon respects the intellectual property rights of third parties. Accordingly, you may not store any material or use Verizon's systems or servers in any manner that constitutes an infringement of third party intellectual property rights, including, for example, under copyright law. Pursuant to Section 512 of the Digital Millennium Copyright Act, it is Verizon’s policy to terminate the account of repeat copyright infringers in appropriate circumstances. In addition, Verizon expressly reserves the right to suspend, terminate or take other interim action regarding the Service of any Subscriber or account holder if Verizon, in its sole judgment, believes that circumstances relating to an infringement of third party intellectual property rights warrant such action. These policies are in addition to and do not affect or modify any other rights Verizon may have under law or contract.
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Third Party Intellectual Property Infringement. Indemnification for Authorized Users in Germany or Austria. If Authorized User usually resides in Germany or Austria then Section Table 1 Governing Law and Venue Customer Location Qlik Contracting Entity Governing Law (i) the Governing Law shall be the laws of New South Wales Australia; and (ii) any suit, action or proceeding arising out of or relating to this Agreement (including any non-contractual dispute or claim) will be brought before the Courts of New South Wales, Australia and any courts competent to hear appeals therefrom. Brazil QlikTech Brasil Comercialização de Software Ltda. (i) the Governing Law shall be the laws of Brazil; and (ii) any suit, action or proceeding arising out of or relating to this Agreement (including any non-contractual dispute or claim) will be settled by arbitration at the Arbitration Institute of the Stockholm Chamber of Commerce† in Stockholm. Canada QlikTech Corporation (i) the Governing Law shall be the laws of the Province of Ontario, Canada; and (ii) any suit, action or proceeding arising out of or relating to this Agreement (including any non-contractual dispute or claim) will be brought before the Courts of Ontario. Denmark or Iceland QlikTech Denmark A/S (i) the Governing Law shall be the laws of Sweden; and (ii) any suit, action or proceeding arising out of or relating to this Agreement (including any non-contractual dispute or claim) will be settled by arbitration at the Arbitration Institute of the Stockholm Chamber of Commerce† in Stockholm. Finland, Estonia, Latvia or Lithuania QlikTech Finland Oy (i) the Governing Law shall be the laws of Sweden; and (ii) any suit, action or proceeding arising out of or relating to this Agreement (including any non-contractual dispute or claim) will be settled by arbitration at the Arbitration Institute of the Stockholm Chamber of Commerce† in Stockholm. France, Monaco, or Reunion Island QlikTech France SaRL (i) the Governing Law shall be the laws of France; and (ii) any suit, action or proceeding arising out of or relating to this Agreement (including any non-contractual dispute or claim) will be settled by the Courts of Paris, France. Germany, Austria, Switzerland, or Liechtenstein QlikTech GmbH (i) the Governing Law shall be the laws of Germany; and (ii) any suit, action or proceeding arising out of or relating to this Agreement (including any non-contractual dispute or claim) will be settled by the Courts of Düsseldorf, Germany. Hong Kong and Macau QlikTech Hong Kong Lim...
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Third Party Intellectual Property Infringement. 6.1 Company agrees to defend, at its expense, any suit against Customer based upon a claim that any Software licensed to Customer under this Agreement infringes any patent or copyright, and to pay any settlement, or any damages finally awarded in any such suit. 6.2 Company’s obligations under this Clause 6 shall not be effective unless Customer notifies Company in writing of any claim or threatened or actual suit within ten (10) days of knowledge thereof and Customer gives full control of the defence and settlement, along with Customer’s full co-operation, to Company. 6.3 Company may, at its own expense: (i) procure for Customer the right to continue to use the licensed Software; (ii) make the licensed Software non-infringing; or (iii) terminate the Software licences and refund the applicable licence fee (subject to three-year straight line depreciation) received from Customer. 6.4 Company shall have no liability for any claim based on: (i) Customer's continued use after written notification, of a non-current release of the applicable licensed Software so long as a current release was made available to Customer without additional charge; (ii) Customer's use of the licensed Software other than in accordance with the rights granted under this Agreement; (iii) Customer's combination of the licensed Software with any other equipment or software not provided by Company, where such infringement would not have occurred but for such combination; or (iv) intellectual property rights owned by Customer or any of its affiliates. 6.5 This Clause 6 states Customer's sole remedy and Company’s exclusive liability in the event that Customer's use of any Software provided under this Agreement infringes on the intellectual property rights of any third party. 6.6 The indemnity provisions of this Clause 6 specifically do not apply to third party software (e.g. software which may be provided to the Customer by the Company wherein the Company is operating as a distributor for the third party licensor). Company’s sole obligation in the event that Customer's use of third party software infringes on the intellectual property rights of any third party is to provide reasonable co- operation to the Customer, as necessary, for the Customer to benefit from any intellectual property indemnity that may be provided by the third party licensor of such software.
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Third Party Intellectual Property Infringement. IN THE EVENT THAT THE PRODUCTS INFRINGE ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS, NOVAVAX’S SOLE OBLIGATION AND LIABILITY AND BUYER’S SOLE REMEDY IS EXPRESSLY LIMITED TO NOVAVAX REFUNDING TO CUSTOMER ANY AMOUNTS PAID FOR THE INFRINGING PRODUCT. IN THE EVENT OF SUCH INFRINGEMENT, CUSTOMER WILL, AT NOVAVAX’S REQUEST, RETURN THE INFRINGING PRODUCT TO NOVAVAX, AT NOVAVAX’S COST. 11.
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Third Party Intellectual Property Infringement. Indemnification in Germany or Austria. Section 4 is supplemented by the following additional sentence: CUSTOMER’S STATUTORY CLAIMS FOR DAMAGES SHALL REMAIN UNAFFECTED, PROVIDED, HOWEVER; THAT ANY SUCH CLAIMS SHALL BE LIMITED BY THE LIMITATION OF LIABILITY AS SET FORTH HEREUNDER. SECTION 1 OF THIS ADDENDUM AND SECTION 5 OF THE AGREEMENT STATE QLIK’S SOLE AND ENTIRE OBLIGATION AND LIABILITY, AND CUSTOMER’S SOLE AND EXCLUSIVE RIGHT AND REMEDY, FOR INFRINGEMENT OR VIOLATION OF INTELLECTUAL PROPERTY RIGHTS.
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Third Party Intellectual Property Infringement. 18.1 If the Services or any component thereof becomes, or in XY Locate reasonable opinion is likely to become, the subject of an Intellectual Property infringement claim or proceeding, XY Locate shall use reasonable efforts to secure the right to continue providing the Services and/or for “The End User” to continue using the Services. In the event that despite reasonable efforts, this cannot be accomplished by XY Locate, XY Locate shall discontinue the affected part of the Services and XY Locate charges shall be equitably reduced to reflect the reduction in the value of the Services to “The End User” provided that the aforementioned remedies shall be “The End User” sole remedies in respect of any such Intellectual Property infringement claim. 18.2 XY Locate shall, in the case where an Intellectual Property infringement claim is brought against “The End User” defend such claim, at its cost, provided that in respect of all such claims, “The End User”: (i) gives prompt notice to XY Locate of such claim and XY Locate controls the defence thereof; (ii) takes all reasonable steps to mitigate any loss or liability in respect of the claim; and (iii) does not compromise or settle the claim in any way without XY Locate prior written consent.
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Third Party Intellectual Property Infringement. Company agrees to defend, at its expense, any suit against Customer based upon a claim that any Subscription Services or Software provided to Customer under this Agreement infringes any patent or copyright recognised by one of the signatories to the Berne Convention, and to pay any settlement, or any damages finally awarded in any such suit. Company’s obligations under this Section shall not be effective unless Customer notifies Company in writing of any claim or threatened or actual suit within ten (10) days of knowledge thereof and Customer gives full control of the defence and settlement, along with Customer’s full co-operation, to Company. Company may, at its own expense and sole discretion: (i) procure for Customer the right to continue to use the licensed Subscription Services and/or Software; (ii) make the licensed Subscription Services and/or Software non-infringing; or (iii) terminate the Subscription Services and/or Software and refund any Subscription Service fees received from Customer for any un-used period pro-rata from the date termination is effective from the date of the alleged infringement and subject to three-year straight line depreciation. Company shall have no liability for any claim based on: (i) Customer's use of the licensed Software and/or Subscription Services other than in accordance with the rights granted under this Agreement; (ii) Customer's combination of the licensed Software or Subscription Services with any other equipment or software not provided by Company, where such infringement would not have occurred but for such combination; or (iii) intellectual property rights owned by Customer or any of its affiliates. This Section states Customer's sole remedy and Company’s exclusive liability in the event that Customer's use of any Subscription Services provided under this Agreement infringes on the intellectual property rights of any third party.
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Third Party Intellectual Property Infringement. In the event that Product is found to infringe any third party Intellectual Property Rights, the Parties will discuss in good faith potential solutions to permit the ongoing supply of Product by Novavax and use by Customer.
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Third Party Intellectual Property Infringement. KBS respects the intellectual property rights of others, and we ask you to do the same. KBS may, in appropriate circumstances and at our discretion, terminate service and/or access to this Site for users who infringe the intellectual property rights of others. If you believe that your work is the subject of copyright infringement and/or trademark infringement and appears on our Site, please provide KBS’s designated agent the following information: • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Identification of the copyrighted and/or trademarked work claimed to have been infringed or, if multiple works at a single online site are covered by a single notification, a representative list of such works at that site. • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled at this Site, and information reasonably sufficient to permit KBS to locate the material. • Information reasonably sufficient to permit KBS to contact you as the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright and/or trademark owner, its agent, or the law. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. KBS’s agent for notice of claims of copyright or trademark infringement on this Site can be reached as follows: KBS ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ Newport Beach, CA 92660 ▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ or (855) 434-4527Please also note that for copyright infringements under Section 512(f) of the Copyright Act of 1976, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability. We will notify you that we have removed or disabled access to copyright-protected material that you provided, if such removal is pursuant to a valid DMCA take-down notice that we have received. If you receive such notice from us, you may provide us with a counter-notification in writing to KBS’s designated agent that includes all of the following information:
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Related to Third Party Intellectual Property Infringement

  • Intellectual Property Infringement The Supplier warrants that the use or supply by UNDP of the goods sold under this Purchase Order does not infringe any patent, design, trade-name or trade-mark. In addition, the Supplier shall, pursuant to this warranty, indemnify, defend and hold UNDP and the United Nations harmless from any actions or claims brought against UNDP or the United Nations pertaining to the alleged infringement of a patent, design, trade-name or trade-mark arising in connection with the goods sold under this Purchase Order.

  • Third Party Intellectual Property 4.1. Unless otherwise expressly indicated, all Intellectual Property rights including, but not limited to, Copyright and Trademarks, in product images and descriptions belong to the manufacturers or distributors of such products as may be applicable. 4.2. Subject to Clause 6 you may not reproduce, copy, distribute, store or in any other fashion re-use such material unless otherwise indicated on the Website or unless given express written permission to do so by the relevant manufacturer or supplier.

  • Third Party Intellectual Property Rights Metso Outotec shall indemnify and hold Purchaser harmless from any claim by a third party (including reasonable attorneys’ fees) that the use of the Goods by Purchaser in accordance with the Contract constitutes an infringement or alleged infringement of any Intellectual Property Rights of such third party, provided that Purchaser (i) promptly notifies Metso Outotec in writing of the claim, (ii) allows Metso Outotec full control of the defence and any related settlement negotiations, (iii) fully cooperates with Metso Outotec in the defence, (iv) Metso Outotec shall not be liable for any infringement or alleged infringement resulting from any design, specification or other information or a combined operation with other equipment that is provided by or on behalf of Purchaser, and (v) Purchaser shall in no event compromise or settle any proceedings or claims in connection with such infringement or alleged infringement or otherwise act against the reasonable interests of Metso Outotec. In the event the Goods are held to be infringing and the use of the same is enjoined, Metso Outotec shall, at its own expense and sole discretion, either procure the right to continue using the Goods, replace the Goods with non-infringing equivalents, or modify the Goods to eliminate such infringement. Purchaser shall have the right to select its own counsel to participate in any proceedings or negotiations at Purchaser’s expense. All other rights and remedies of Purchaser for an infringement of Intellectual Property Rights are excluded.

  • Intellectual Property Rights Infringement HP will defend and/or settle any claims against Customer that allege that an HP-branded product or service as supplied under this Agreement infringes the intellectual property rights of a third party. HP will rely on Customer’s prompt notification of the claim and cooperation with our defense. HP may modify the product or service so as to be non-infringing and materially equivalent, or we may procure a license. If these options are not available, we will refund to Customer the amount paid for the affected product in the first year or the depreciated value thereafter or, for support services, the balance of any pre-paid amount or, for professional services, the amount paid. HP is not responsible for claims resulting from any unauthorized use of the products or services.

  • Intellectual Property Infringement Indemnification 1.1 We will defend you against any third party claim(s) that the Tyler Software or Documentation infringes that third party’s patent, copyright, or trademark, or misappropriates its trade secrets, and will pay the amount of any resulting adverse final judgment (or settlement to which we consent). You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance, cooperation, and information in defending the claim at our expense. 1.2 Our obligations under this Section G(1) will not apply to the extent the claim or adverse final judgment is based on your use of the Tyler Software in contradiction of this Agreement, including with non-licensed third parties, or your willful infringement. 1.3 If we receive information concerning an infringement or misappropriation claim related to the Tyler Software, we may, at our expense and without obligation to do so, either: (a) procure for you the right to continue its use; (b) modify it to make it non-infringing; or (c) replace it with a functional equivalent, in which case you will stop running the allegedly infringing Tyler Software immediately. Alternatively, we may decide to litigate the claim to judgment, in which case you may continue to use the Tyler Software consistent with the terms of this Agreement. 1.4 If an infringement or misappropriation claim is fully litigated and your use of the Tyler Software is enjoined by a court of competent jurisdiction, in addition to paying any adverse final judgment (or settlement to which we consent), we will, at our option, either: (a) procure the right to continue its use; (b) modify it to make it non-infringing; or (c) replace it with a functional equivalent. This section provides your exclusive remedy for third party copyright, patent, or trademark infringement and trade secret misappropriation claims.