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If the Software becomes, or in the opinion of DEISER may become, the subject of a claim of infringement of any third party’s intellectual property rights, DEISER may, at its option and in its discretion: (a) procure for Licensee the right to use the Software free of any liability; (b) replace or modify the Software to make it non-infringing; or (c) refund any license Fees related to this Software paid by Licensee. The foregoing states the sole liability of DEISER and the exclusive remedy of Licensee for any infringement of intellectual property rights by the Software or any other items provided by DEISER under this EUTU.
DEISER agrees to defend, indemnify, and hold harmless customer, its agents, and affiliates from and against any non-Party claims, damages, losses, costs, and expenses, including reasonable attorney’s fees, relating to use in connection with this Agreement or the delivery of software or services furnished by the other DEISER in the as-delivered condition and pursuant to this Agreement infringes upon the intellectual property rights of the non-Party. All application code is owned by DEISER (except external/third-party libraries). DEISER is responsible for such code and to exempt the client from any responsibility for any claim that indicates that DEISER infringes the intellectual property rights of the third party.
12.2 Licensee’s Use
Licensee will indemnify and hold harmless DEISER against all costs, expenses, losses and claims made against DEISER as a result of any infringement of a third party’s intellectual property rights arising from the Licensee’s or its Authorised User’s unauthorised use of the Software under this EUTU.
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