Bazaarvoice Indemnity Sample Clauses
The Bazaarvoice Indemnity clause requires one party, typically Bazaarvoice, to protect the other party from certain legal claims or liabilities arising from the use of Bazaarvoice's services or products. In practice, this means that if a third party sues the client for issues such as intellectual property infringement related to Bazaarvoice's platform, Bazaarvoice would be responsible for covering legal costs and damages. This clause serves to allocate risk and provide assurance to the client that they will not bear the financial burden of specific legal disputes connected to Bazaarvoice's offerings.
Bazaarvoice Indemnity. Bazaarvoice shall indemnify, defend, and hold harmless you, your officers, agents, and employees against all losses, damages, liabilities, costs, and expenses (including but not limited to reasonable attorneys’ fees), resulting from any judgment or proceeding, or any settlement agreement, from a third party’s claim that arises out of (a) Bazaarvoice’s breach of any applicable laws, regulations, codes or ordinances, including but not limited to privacy law; and
Bazaarvoice Indemnity. Bazaarvoice agrees to defend, indemnify and hold Client, and its affiliates, officers, directors, employees, and agents harmless against any fines, damages, and other costs finally awarded by a court of competent jurisdiction or a government agency, or agreed to in settlement, that arises out of a third party claim that the Services, as provided by Bazaarvoice to Client within the scope of this Agreement, infringe a valid copyright or patent in the United States or any Patent Cooperation Treaty country. The foregoing obligations of Bazaarvoice do not apply (i) to the extent that the allegedly infringing Service or portions or components thereof or modifications thereto result from any change made by Client or any third party for the Client, (ii) if the infringement claim could have been avoided by using an unaltered current version of a Service which was provided by Bazaarvoice, (iii) to the extent that an infringement claim is based upon any information, design, specification, instruction, software, data, or material not furnished by Bazaarvoice, or any material from a third party portal or other external source that is accessible to Client within or from the Service, (iv) to the extent that an infringement claim is based upon the combination of any material with any products or services not provided by Bazaarvoice, or (v) to the extent that an infringement claim is caused by the provision by Client to Bazaarvoice of materials, designs, know-how, software or other Intellectual Property with instructions to Bazaarvoice to use the same in connection with the Services. The indemnity and other remedies set forth in this Section shall be the exclusive remedies of the Client with respect to any claim for which Bazaarvoice has an obligation of indemnity pursuant to this Section.
Bazaarvoice Indemnity. Bazaarvoice shall indemnify, defend, and hold harmless you, your officers, agents, and employees against all losses, damages, liabilities, costs, and expenses (including but not limited to reasonable attorneys’ fees), resulting from any judgment or proceeding, or any settlement agreement, from a third party’s claim that arises out of (a) Bazaarvoice’s breach of any applicable laws, regulations, codes or ordinances, including but not limited to privacy law; and (b) arising from a third party’s claim that the Services, as provided by Bazaarvoice to you within the scope of this Agreement, infringe any trademark, copyright or patent in the United States or other Patent Cooperation Treaty country. Bazaarvoice has no liability to indemnify a claim of infringement to the extent it arises from: (i) infringing matter supplied or developed by you; (ii) unauthorized modifications or uses of the Services; or (iii) your acts or omissions not in accordance with the terms of this Agreement. If your use of the Services is enjoined or is likely to be enjoined due to a third party claim of infringement for which Bazaarvoice is required to indemnify you under this Agreement then Bazaarvoice may, at its expense and within its sole discretion, do one of the following: (x) procure for you the right to continue using the Services; (y) replace or modify the enjoined Service to make it non-‐infringing but functionally equivalent; or (z) terminate the enjoined Service and return any fees paid for enjoined Services not yet rendered.
4.6.1 The indemnification obligations set forth in this Section 4.6 are Bazaarvoice’s sole and exclusive obligations with respect to any IP claim for which Bazaarvoice has an obligation to indemnify you.
Bazaarvoice Indemnity. Bazaarvoice shall indemnify, defend, and hold harmless Client, its officers, agents, and employees against damages finally awarded, fines levied, and amounts paid in settlement of, a third party’s claim that arises out of (a) Bazaarvoice’s breach of any applicable laws, regulations, codes or ordinances, including but not limited to privacy law; and (b) a claim that the Services, as provided by Bazaarvoice to Client within the scope of this Agreement, infringe a valid trademark, copyright or patent or misappropriates a third-party trade secret in the United States. The terms ‘misappropriation’ and ‘trade secret’ are used as defined in the Uniform Trade Secrets Act, except in case of claims arising under any claim governed by the laws of any jurisdiction outside the United States, in which case “misappropriation” will mean intentionally unlawful use and “trade secret” will mean “undisclosed information” as specified in Article 39.2 of the Trade-Related Aspects of Intellectual Property Rights (TRIPS) agreement.
Bazaarvoice Indemnity. Bazaarvoice shall indemnify, defend, and hold harmless you, your officers, agents, and employees against all losses, damages, liabilities, costs, and expenses (including but not limited to reasonable attorneys’ fees), resulting from any judgment or proceeding, or any settlement agreement, from a third party’s claim that arises out of (a) your use of the Services in accordance with this Agreement; (b) Bazaarvoice’s use of Social Commerce Data not in accordance with this Agreement; (c) the gross negligence or willful misconduct of Bazaarvoice; and (d) a breach of Bazaarvoice’s representations and warranties.