INTERVIEW NOW INC. (3) - Laserfiche WebLink

Home Browse Search

Subcontractors Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein,and Contractor shall ensure that Entity is an additional Insured on insurance required from subcontractors. Special Risks or Circumstances Entity reserves the right to modify these requirements, including limits, based on the nature of the risk, prier experience, Insurer, coverage, or other special circumstances. 11. INDEMNIFICATION (a) Interview Now will indemnify, defend and Fold Customer harmless from any third-party claim, action, suit or proceeding made or brought against Customer alleging that Customer's use of the Software in accordance with the Agreement infringes such third party's intellectual property rights (an "Infringement Claim"), In the event of an Infringement Claim, Interview Now may,at its sole option and expense: (i) procure for Customer the right to continue use of the Software or the infringing part thereof; or(ii) modify or amend the Software or infringing part thereof, or replace the Software or infringing part thereof with other software having substantially the same or better capabilities; or, (01) if neither of the foregoing is commercially practicable, terminate the Agreement and repay to Customer a pro-rate portion, if any, of any prepaid but unused Fees. Interview Now will have no liability for an Infringement Claim if the actual or alleged infringement results from (w) Customer's breach of the Agreement, (x) Customer's modification, alteration or addition made to the Software or any use thereof, including any combination of the Software with other materials not provided or authorized by Interview Now, (y) Customer's failure to use any corrections or modifications made available by Interview Now that would not result in any material loss of functionality, or(z) use of the Software in a manner or in connection with a product or data not contemplated by this Agreement. Interview Now also disclaims any liability for settlements entered into by Customer or costs Incurred by Customer in relation to an Infringement Claim that are not pre-approved by Interview Now in writing. (b) Customer will indemnify, defend and hold Interview Now harmless from (1)any third-party claim, action, suit or proceeding arising out of or resulting from Interview Now's use of any Customer Data, as It was provided to Interview Now, in accordance with this Agreement; and (11)any fines or penalties that may arise as a result of Customer's breach of the export restrictions set forth in Section 12(c). (c) Each Party's indemnity obligations are subject to the following: (I)the indemnified party will promptly notify the indemnifying Party in writing of the applicable claim; (ii)the indemnified Party will reasonably cooperate to the extent necessary for the defense of such claim. (d)This provision, Section 11, Indemnification, shall survive the termination of this Agreement.