Common use of Acquirer Indemnification Clause in Contracts

Acquirer Indemnification. Acquirer shall be liable to and shall indemnify and hold Planet Payment, and its employees, representatives, successors and permitted assigns harmless from and against any and all claims or demands by a third party, losses, liability, cost, damage and expense (including litigation expenses and reasonable legal fees) to which Planet Payment, and its employees, representatives, successors and permitted assigns may be subjected or which it may incur in connection with any claims which arise from or out of or as a result of (i) Acquirer’s breach of this Agreement, (ii) the performance by Acquirer of its duties and obligations under this Agreement or (iii) the gross negligence or willful misconduct of Acquirer, its officers, employees, agents and affiliates, in the performance of their duties and obligations under this Agreement (iv) all liabilities that Acquirer may suffer or incur, whether or not recoverable from any Merchant or any third person, arising out of any Chargebacks, Credits or other Transaction adjustments, Merchant or Cardholder fraud or other losses arising out of Transaction processing in the ordinary course, irrespective of the Program, including any fines or penalties relating thereto (v) the gross negligence or willful misconduct of any Merchant or its officers, employees, agents and affiliates in connection with, or relating to the Program. Acquirer shall be released from its obligations under this subparagraph (e) to the extent such third party claims, demands, damages, costs, liabilities, losses and expenses result solely from the acts, negligence, gross negligence or intentional misconduct of Planet Payment, or its employees, representatives, successors and permitted assigns, as the case may be.