IP Indemnity

What is an IP indemnity?

An IP indemnity is the vendor's promise to protect you if someone sues claiming the vendor's product infringes their intellectual property (IP), such as a patent, copyright or trademark. The vendor agrees to defend the lawsuit and pay any judgment or settlement. In the agreements we read, it is the main promise the vendor makes inside an indemnification clause.

You need it because you are exposed too. If you use software that infringes, the IP owner may claim against the companies using it, not only the company that built it.

Many SaaS agreements include one. Salesforce (section 9.1), AWS (section 7.2), Atlassian (section 15) and HubSpot (section 9.2) all give one in the versions we read.

A real change we caught

AI output tests this promise. Venpo flagged a change in which Ramp says you own its AI output and carry the risk if it infringes. Its October 8, 2026 agreement says you own AI output made for you, and it took infringement claims about that output out of Ramp's indemnity. Owning the output sounds good, but it can come with the risk. See AI copyright indemnity for the AI side of this topic.

Why it matters to you

The value of an IP indemnity sits in its limits. HubSpot's version covers only claims about a valid patent, registered trademark or registered copyright. It excludes claims about combinations with tools HubSpot did not provide, changes made by anyone else, and use outside the agreement.

The vendor also keeps an exit. Salesforce may modify the service, get a license, or end your subscription on 30 days' notice with a refund of prepaid fees for the rest of the term. HubSpot has similar options. If the vendor takes the last route, you may need to replace a tool on short notice.

Finally, the clause is often your only remedy for infringement. HubSpot's section says it is "your sole and exclusive remedy." Atlassian's section 15.6 says it "sets out Customer's exclusive remedy."

What to check

• Confirm the vendor gives an IP indemnity on your plan. Free and beta services are often excluded.
• Read which IP it covers. "Registered" copyright or trademark is narrower than all IP rights.
• List the exclusions, especially combinations with other tools, which describes most SaaS stacks.
• Check whether AI features and AI output are covered or carved out.
• See whether the indemnity sits outside the liability cap.
• Note what you get if the vendor shuts the feature off: a refund of prepaid fees, and how much notice.

How Venpo helps

Venpo monitors your vendors' terms and AI terms and emails you when the IP indemnity is narrowed, when new exclusions appear, or when AI output moves outside it. Each alert explains the change in plain English, and the vendor's change history keeps earlier versions.