The Services provided by Veradigm LLC (“Veradigm”) contain the Updox Services (as defined below) provided by Updox, LLC (“Updox”). As a condition of your accessing the Updox Services, Updox requires that you agree to be bound by these additional terms (“Updox Terms”). These Updox Terms are cumulative with, and do not in any way limit, your obligations under your User Agreement; and, by accessing the Updox Services, you are thereby agreeing to these Updox Terms. Any terms or phrases not otherwise defined in these Updox Terms shall have the meaning given to them in your User Agreement.
Mutual Indemnification
You shall indemnify and hold Updox, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you of these Updox Terms, provided in any such case that Updox (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Updox of all liability and such settlement does not affect Updox’ business or Updox Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.
Updox shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that the Updox Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by Updox of its representations or warranties; or (iii) a claim arising from breach of these Updox Terms by Updox; provided that you (a) promptly give written notice of the claim to Updox; (b) give Updox sole control of the defense and settlement of the claim (provided that Updox may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to Updox all available information and assistance; and (d) have not compromised or settled such claim. Updox shall have no indemnification obligation, and you shall indemnify Updox pursuant to these Updox Terms, for claims arising from any infringement arising from the combination of the Updox Service with any of your products, service, hardware or business process.
Modification to Terms
Updox reserves the right to modify the terms and conditions of these Updox Terms or its policies relating to the Updox Service at any time. You are responsible for regularly reviewing these Updox Terms. Continued use of the Updox Service after any such changes shall constitute your consent to such changes.
In the event of any conflict in terms between these Updox Terms, and any user license agreement established in writing between the parties, the conflicting terms in the written user license agreement shall prevail.