If an action is brought against Customer alleging that the Self-Service Solution infringes any patent issued on the Effective Date or any copyright, trademark or trade secret of any third party, UserZoom will indemnify, defend and indemnify Customer against all damages, losses, liabilities, settlements, costs and expenses (including, but not limited to, reasonable costs and attorneys` fees) (“Losses”), to the extent that they arise for the client in connection with such infringers. t claim; provided that UserZoom is not obligated under this sentence to the extent that such breach results from (a) the use of the Self-Service Solution in combination with technologies or services not provided by UserZoom, (b) a breach of Section 3(c) or (c) customer Content. UserZoom`s obligations under this Agreement are subject to the following: (x) Customer must notify UserZoom within a reasonable time after Customer becomes aware of the claim (but the absence or delay of notice will not compensate for UserZoom`s indemnification obligations, unless such default or delay has caused a material disadvantage to UserZoom); (y) UserZoom has exclusive control over the defense of the claim, including appeals and any negotiation, settlement or compromise; and (z) Customer shall provide UserZoom with the appropriate support, information and authority necessary to meet such above need. The client may be represented at the client`s expense by a consultant of the client selection. If a claim of infringement described in this section has been made, Customer authorizes UserZoom, at UserZoom`s option: (i) to acquire the right to further use the allegedly infreezing item; (ii) replace or modify the allegedly in breach in order to remedy the infringement while providing a functionally equivalent service; or (iii) if any of the above is not commercially reasonable to terminate the relevant Purchase Order and refund Customer a prorated amount of all prepaid subscription fees with respect to the Self-Service Solution, based on the period between the date Customer was unable to use the Self-Service Solution and the end of the period; for which the customer has paid in advance for such use. Customer agrees that UserZoom may use Customer Content and Study Content to provide Customer with the Services in accordance with this Section 5, including, but not limited to, posting Customer Content to Customer Participants and Users. .
