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11.1 We will indemnify and hold You harmless, from and against any claim against You by reason of Your use of a Service as permitted hereunder, brought by a third party alleging that such Service infringes or misappropriates a third party’s valid patent, copyright, trademark or trade secret (an “IP Claim”). We shall, at Our expense, defend such IP Claim and pay damages finally awarded against You in connection therewith, including the reasonable fees and expenses of the attorneys engaged by Aptree for such defence, provided that (a) You promptly notify Aptree of the threat or notice of such IP Claim; (b) We will have the sole and exclusive control and authority to select defence attorneys, and defend and/or settle any such IP Claim; and (c) You fully cooperate with Aptree in connection therewith. If use of a Service by You, Administrators or End-Users has become, or, in Our opinion, is likely to become, the subject of any such IP Claim, We may, at Our option and expense, (a) procure for You the right to continue using the Service(s) as set forth hereunder; (b) replace or modify a Service to make it non-infringing; or (c) if options (a) or (b) are not commercially reasonable or practicable as determined by Aptree, terminate Your subscription to the Service(s) and repay You, on a pro-rata basis, any Subscription Fees previously paid to Aptree for the corresponding unused portion of Your Subscription Term for such Service(s). We will have no liability or obligation under this Section 11.1 with respect to any IP Claim if such claim is caused in whole or in part by (i) compliance with designs, data, instructions or specifications provided by You; (ii) modification of the Service(s) by anyone other than Aptree; or (iii) the combination, operation or use of the Service(s) with other hardware or software where a Service would not by itself be infringing.
The provisions of this Section 11.1 state the sole, exclusive and entire liability of Aptree to You and constitute Your sole remedy with respect to an IP Claim brought by reason of access to or use of a Service by You, Administrators or End-Users.
11.2 You will indemnify and hold Aptree harmless against all loss, damages, costs and expenses suffered or incurred by any member of the Aptree Group or their Directors relating to any claim brought by a third party against Aptree arising from or related to use of a Service by You, Administrators or End-Users in breach of this Agreement, or arising from any breach of this Agreement by You or from any other matter for which You have expressly agreed to be responsible pursuant to this Agreement.