By Advertiser. Advertiser will defend, indemnify, and hold harmless Agency, Media Company and each of their respective Affiliates and Representatives from Losses resulting from any Claims resulting from (i) Advertiser’s alleged breach of Section XII or of Advertiser’s representations and warranties in Section XIV(a), (ii) Advertiser’s violation of Policies (to the extent the terms of such Policies have been provided (e.g., by making such Policies available by providing a URL) via email or other affirmative means, to Agency or Advertiser at least 14 days prior to the violation giving rise to the Claim), (iii) the content or subject matter of any Ad or Advertising Materials to the extent used by Media Company in accordance with these Terms or an IO, and/or (iv) any breach by Advertiser of any of the other provisions of the IO and/or the Terms, and/or Advertiser’s violation of any of the Policies.
By Advertiser. Advertiser agrees to indemnify, defend and hold The Company and The Company’s representatives and agents harmless from and against any and all third party claims, demands, liabilities, costs or expenses, including attorney’s fees and costs, arising from, or related to, (i) Advertiser’s use of the Service, including but not limited to, fraudulent or deceptive acts or transactions through Advertiser’s use of the Service (except to the extent that The Company has breached this Agreement), (ii) Advertiser’s web sites, products or services or
By Advertiser. Advertiser will defend, indemnify, and hold harmless Media Company and each of its Representatives from Losses resulting from any Claims resulting from: (i) Advertiser’s breach of Section XII or of its representations and warranties in Section XIV(a), or (ii) the content or subject matter of any Ad or Ad Materials used by Media Company in accordance with this Agreement.
By Advertiser. If you are an advertiser, you state that the following facts are accurate and will continue to be accurate during this agreement:
(a) If you are an individual, you are at least 18-years old and the age of majority where you live and have the legal capacity to enter into this agreement. If you are an entity, you are duly organized, validly existing, and in good standing as a corporation or other entity under the laws of the entity’s jurisdiction of incorporation, organization, or chartering;
(b) You are legally permitted to use these services and access the Website;
(c) You have the power to enter into this agreement and to perform your obligations under this agreement;
(d) You are authorized to act for and bind to this agreement any nonparty for whom you advertise;
(e) You own or have a license to use the ads, and you have the right to use the entire content and subject matter contained in the ads;
(f) The ads do not violate any law, including any law governing false or deceptive advertising, sweepstakes, gambling, comparative advertising, or trade disparagement;
(g) The ads do not infringe any copyright, patent, trademark, trade secret, or other intellectual property right of any nonparty;
(h) The ads do not depict bestiality, incest, necrophilia, genital mutilation, sado- masochistic abuse or bondage, defecation, urination, enema play, bleeding, menstruation, rape, extreme violence, torture, death, or any other obscene material;
(i) The ads do not depict child pornography or minors in adult or sexual situations or otherwise target persons under 18-years old or the age of majority, whichever is higher;
(j) The ads are not false, deceptive, or misleading;
(k) The ads are not defamatory, libelous, slanderous, or threatening;
(l) The ads are free of viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots, “spyware,” “malware,” “ransomware,” and other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any system, data, or personal information;
(m) You and your ads comply with 18 U.S.C. §§ 2257–2257A, including the implementing regulations codified at 28 C.F.R. Part 75;
(n) You will not breach any obligation or agreement by entering into this agreement, by performing your obligations under this agreement, or by authorizing TrafficForce to perform the services under this agreement;
(o) All information provided by you to TrafficForce is accurate and not misleading;
(p) You will ...
By Advertiser. To the fullest extent permitted by law, Advertiser shall, at its own expense, defend Retailer and its directors, officers, employees and agents (each a “Retailer Indemnitee”) from and against any third party claim, demand, suit, cause of action or proceeding arising out of any breach of any representation or warranty made by Advertiser and Advertiser’s designated service providers in this Agreement, whether actual or alleged (the “Claims Against Retailer”). Advertiser, at its own expense, shall indemnify and hold harmless each of the Retailer Indemnitees from and against any and all damages, liabilities, obligations, penalties, judgments, awards, costs, expenses and disbursements, arising out of the Claims Against Retailer.
By Advertiser. Advertiser represents, warrants and covenants that: (a) it has and will maintain all necessary registrations, licenses and clearances to use the content contained in the Ads and Ad Content subject to this Agreement, including the Platform Policies and (b) it will be jointly and severally liable with Customer for all Fee payment obligations under this Agreement in connection with Customer’s use of the Amazon DSP on behalf of such Advertiser.
By Advertiser. Advertiser will indemnify, defend and hold harmless us, our Affiliates and Publishers, and each of our and their directors, officers, employees, agents, successors, assigns and representatives against any Losses in connection with any Claim arising from or in connection with: (a) Advertiser’s actual or alleged breach of Section 1, 2, 3, 4, 5, or 6; (b) its Platform Materials, including any actual or alleged infringement or misappropriation of any Intellectual Property Right by such Platform Materials; (c) services and products advertised on Destinations; or (d) fraud, intentional misconduct, gross negligence, or violation of publicity or privacy rights by Advertiser, its subcontractors, agents and suppliers in connection with this Agreement. Publishers are intended third-party beneficiaries of this Section, if permitted under applicable Law. For the sake of clarity, this Section 7.3 applies to the extent that Advertiser is not the Customer under this Agreement.
By Advertiser. Advertiser represents, warrants and covenants that: (i) it has sufficient rights to xxxxx XX Networks the rights and licenses set forth herein; (ii) to the best of its knowledge, the Advertiser Services and the Advertiser Site does not and will not violate any applicable law or regulation; (iii) the execution, delivery and performance of this Agreement by it does not conflict with any agreement to which it is a party or by which it may be bound; (iv) it has full legal authority to enter into this Agreement and to carry out the provisions hereof; (v) to the best of its knowledge, the Advertiser Services and the Advertiser Site do not infringe in any manner any copyright, patent, trademark, trade secret or other Intellectual Property right of any third party; (vi) to the best of its knowledge, the Advertiser Services and the Advertiser Site do not breach any duty toward or rights of any person or entity including, without limitation, rights of publicity or privacy, or has not otherwise resulted in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; (vii) the Advertiser Services and the Advertiser Site are not false or misleading; (viii) the Advertiser Services and the Advertiser Site do not produce, provide or are in any manner related to pornographic products or services (which TW Networks shall have complete discretion to define), or their subsidiaries or foundations funded by such companies whose function is to improve acceptance of such products by the public; and (ix) the Advertiser Services and the Advertiser Site are neither defamatory, libelous, militant, hateful, slanderous or threatening (which TW Networks shall have complete discretion to define). Advertiser further represents that all information provided to TW Networks for the purpose of enrolling as a advertiser will be accurate, complete and current. Advertiser is responsible for keeping contact information up to date, including but not limited to financial information and contact emails.
By Advertiser. Advertiser agrees to indemnify, defend and hold harmless TW Networks and its officers, directors, employees, agents, successors and assigns from and against any and all losses, liabilities, damages, penalties and claims and all related costs and expenses (including reasonable attorneys' fees) related to claims made by third parties against TW Networks: (i) alleging that Advertiser's Marks or other Intellectual Property infringe the patents, copyrights, trademarks or service marks or other Intellectual Property rights of such third parties; (ii) arising out of or relating to the Advertiser Service or the Advertiser Marks; or (iii) due to a breach by Advertiser of its warranties, representations, obligations or covenants or otherwise breaches this Agreement.
