PlayBox Technology (UK) Limited will indemnify and hold harmless the customer against any damages (including costs) that may be awarded or agreed to be paid to any third party in respect of any claim or action that the normal operation possession or use of the Hardware or Software infringes the patent copyright registered design or trade mark rights of the said third party (an "Intellectual Property Infringement") provided that the customer:        

 

·        gives notice to PlayBox Technology (UK) Limited of any Intellectual Property Infringement forthwith upon becoming aware of the same;        

·        gives PlayBox Technology (UK) Limited the sole conduct of the defence to any claim or action in respect of an Intellectual Property Infringement and does not at any time admit liability or otherwise attempt to settle or compromise the said claim or action except upon the express instructions of PlayBox Technology (UK) Limited; and      

·        acts in accordance with the reasonable instructions of PlayBox Technology (UK) Limited and gives to PlayBox Technology (UK) Limited such assistance as it shall reasonably require in respect of the conduct of the said defence including without prejudice to the generality of the foregoing the filing of all pleadings and other court process and the provision of all relevant documents.        

PlayBox Technology (UK) Limited shall have no liability to indemnify the customer in respect of an Intellectual Property Infringement if the same results from: 

 

·        PlayBox any unauthorised alteration modification or adjustment to the Hardware or Software without the prior consent of PlayBox Technology (UK) Limited; or        

·        the combination connection operation or use of the Hardware or Software with any other equipment or documentation not supplied by PlayBox Technology (UK) Limited.        

  

In the event of an Intellectual Property Infringement PlayBox Technology (UK) Limited shall be entitled at its own expense and option either to:        

 

·        procure the right for the customer to continue using the Hardware or Software; or        

·        make such alterations modifications or adjustments to the Hardware or Software that they become non-infringing without incurring a material diminution in performance or function; or        

·        replace the Hardware or Software with non-infringing substitutes provided that such substitutes do not entail a material diminution in performance or function.