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What Are Services Agreements

10.1 Defense Against Injury Claims. We will defend or resolve you against any claim, proceeding or action brought by third parties (“Claim”) against you that your use of the Service infringes or abuses patents, copyrights, trade secrets, trademarks or other intellectual property rights. You must (a) immediately notify us in writing of the claim; (b) give us complete and complete control over the defense and settlement of the claim; (c) provide assistance in the defense and resolution of the claim, as we may reasonably request; and (d) comply with any settlement or court order in connection with the Claim. You will not defend or settle any claim under this subsection 10.1 without our prior written consent. You may participate in the defense of the claim at your own expense and with counsel of your choice, subject to our exclusive control over the defense and settlement of the claim as described above.10.2 Indemnification of Claims for Infringement. We will indemnify and pay you and your affiliates damages: (a) all damages, costs and attorneys` fees ultimately awarded to you and your affiliates in connection with a claim under subsection 10.1; (b) all expenses, including reasonable attorneys` fees, reasonably incurred by you in connection with the defense of a claim under subsection 10.1 (excluding attorneys` fees and costs incurred without our consent after we have agreed to the defense of the claim and costs incurred in accordance with the last sentence of subsection 10.1); and (c) any amount we pay to third parties to settle claims under subsection 10.1.10.3 Exclusions of Obligations. We have no obligation under this Section 10 to misappropriate any violation or misappropriation of funds to the extent that it results from or is based on (a) the use of the Service in combination with other products or services; (b) any aspect of the Service specifically configured for you to meet any designs, requirements or specifications requested or provided by or on your behalf; (c) use of the Service by you, an Authorized User or an Authorized Third Party outside the scope of the rights granted in this Agreement; (d) the failure of you, an authorized user or an authorized third party to use the Service in accordance with the instructions we provide; or (e) any changes to the Service that have not been made or approved in writing by us.10.4 Remedies for Breach. For the defense or settlement of claims, we may, at our sole option and expense: (a) obtain a license for the continued use of the Service; b) replace or modify the technology alleged to be in violation of the law in order to avoid the violation; or (c) if the foregoing is not economically viable in our sole discretion, terminate your license and access to the Service and refund any unused Service Fees paid in advance at the time of termination. This Section 10 sets for example our exclusive and exclusive liability and your sole remedy for infringement or misappropriation of third party intellectual property rights by the Service. This provision generally requires both parties to take out a minimum amount of liability insurance. It is important to balance the cost of insurance with the minimum requirement versus receiving services.

If the cost is too high, you can decide to buy for another service provider or try to negotiate the minimum for something more reasonable. 14.1 Access by Competitors. You may not access the Service if you are our direct competitor except with our prior written consent. In addition, you may not access the Service to monitor its availability, performance, or functionality or for any other benchmarking or competitive purposes.14.2 United States. . . .