Incredimail 2012 Annual Report Download - page 196

(in each case, an “ IP Claim ”) then the party which received such IP Claim (the “ Recipient ”) will:
12.
Indemnities
12.1
If either:
(a) Company receives a claim from a third party that either Google’s or any Google Affiliate’
s technology used to provide the
Services or, where Company has ordered the Search Services and/or AdSense Services, any Google Brand Feature infringe(s)
any Intellectual Property Rights of that third party; or
(b)
Google receives a claim: (i) from a third party that the Company Content, Site and/or Approved Client Application (if any)
infringe(s) any Intellectual Property Rights of that third party; (ii) from a third party relating to any use of, or access to, the
ADX Services by any Company Partner; or (iii) from any Company Partner relating to the implementation or display of Ads
on the Company Partner
’
s Site(s),
(i)
promptly notify the other party;
(ii)
provide the other party with reasonable information, assistance and cooperation in responding to and, where applicable,
defending such IP Claim; and
(iii)
give the other party full control and sole authority over the defence and settlement of such IP Claim. The Recipient may
appoint its own supervising counsel of its choice at its own expense.
12.2
Provided the Recipient complies with clause 12.1(i) to (iii) and subject (if applicable) to clause 12.3, the party notified in accordance
with clause 12.1(i) (the “ Indemnifying Party ”)
will accept full control and sole authority over the defence and settlement of such IP
Claim and will indemnify the Recipient against all damages and costs awarded for such IP Claim, settlement costs approved in writing
by the Indemnifying Party in relation to such IP Claim, reasonable legal fees necessarily incurred by the Recipient in relation to such IP
Claim and reasonable costs necessarily incurred by the Recipient in complying with clause 12.1(i) to (iii).
12.3
Google will not have any obligations or liability under this clause 12 in relation to any IP Claim arising from any:
(a)
use of the Services or Google Brand Features in a modified form
or in combination with materials not furnished by Google;
(b)
[
***
]
(c)
[
***
]
(d)
acts or omissions by Company Partner.
12.4
Company will not have any obligations or liability under this clause 12 in relation to any IP Claim arising from content, information or
data provided to Company by Google save where Company’
s use of such content, information or data is in breach of the terms and
conditions of this GSA or any Agreement.
12.5 Google may (at its sole discretion) suspend Company’
s use of any Services or Google Brand Features which are alleged, or believed by
Google, to infringe any third party’
s Intellectual Property Rights, or to modify such Services or Google Brand Features to make them
non-
infringing. If any suspension of Services under this clause continues for more than 30 days, Company may, at any time until use of
the applicable Services is reinstated, terminate the applicable Agreement immediately upon written notice.
12.6 This clause 12 states the parties’ entire liability and exclusive remedy with respect to infringement of a third party’
s Intellectual
Property Rights.
11