Stripe, Inc. 12/9/2024 - Laserfiche WebLink

(a) Defense and Indemnification. Stripe will defend you against any IP Claim and indemnify you against all IP Claim Losses. (b) Limitations. Stripe’s obligations in this Section 11.1 do not apply if the allegations do not specif y that the Stripe Technology, Services, or Mark of a Stripe Entity is the basis of the IP Claim, or to the extent the IP Claim or IP Claim Losses arise out of: (i) the use of the Stripe Technology or Services in combination with software, hardware, data, or processes not provided by Stripe; (ii) failure to implement, maintain and use the Stripe Technology or Services in accordance with the Documentation and this Agreement; (iii) your breach of this Agreement; or (iv) your negligence, fraud or willful misconduct. (c) Process. You must promptly notify Stripe of the IP Claim for which you seek indemnification; however, any delay or failure to notify will not relieve Stripe of its obligations under this Section 11, except to the extent Stripe has been prejudiced by the delay or failure. You must give Stripe sole control and authority to defend and settle the IP Claim, but (i) you may participate in the defense and settlement of the IP Claim with counsel of your own choosing at your own expense; and (ii) Stripe will not enter into any settlement that imposes any obligation on you (other than payment of money, which Stripe will pay) without your consent. You must reasonably assist Stripe in defending the IP Claim. (d) Other Stripe Actions. Stripe may in its discretion and at no additional expense to you: (i) modify the Stripe Technology or Services so that they are no longer claimed to infringe or misappropriate IP Rights of a third party; (ii) replace the affected Stripe Technology or Services with a non-infringing alternative; (iii) obtain a license for you to continue to use the affected Stripe Technology, Services, or Mark; or (iv) terminate your use of the af fected Stripe Technology, Services, or Mark upon 30 days’ notice.