By Fyber Sample Clauses

By Fyber. Fyber (for purposes of this Section 8.1, the “Indemnifying Party”) shall indemnify, defend and hold harmless Supply Partner and its directors, officers, employees and agents (collectively, the “Supply Partner Indemnified Parties”) against any liability, damage, loss or expense, fines, penalties and interests (including reasonable attorneys’ fees and costs) incurred by the Supply Partner Indemnified Parties as a result of any third-party claim, suit or other proceeding (collectively, "Claims") alleging that the Service, as provided by Fyber to Supply Partner under the Agreement, infringes any Intellectual Property Right of a Third Party, except and to the extent such infringement arises from Supply Partner’s use of the Service in violation of this Agreement, or from any modification of the Service, or any combination of the Service with any other component or material. In the event of any such threatened or actual Claim, in addition to its indemnification obligations herein, Fyber will have the right, in its discretion, to either (a) replace or modify the infringing or allegedly infringing components of the Service, or (b) immediately terminate this Agreement upon written notice to Supply Partner.‌
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By Fyber. Fyber (for the purpose of this Section 8.2 the “Indemnifying Party”), shall indemnify, defend and hold harmless Demand Partner, and its directors, officers and employees, and its Affiliates and their directors, officers and employees (collectively, the “Demand Partner Indemnified Parties” and together with the Fyber Indemnified Parties, each shall be referred to hereunder as an “Indemnified Party”) against any liability, damage, loss or expense, fines, penalties and interests (including reasonable attorneys’ fees and costs) incurred by the Demand Partner Indemnified Parties as a result of any Claims alleging (a) that the Service as provided by Fyber to Demand Partner under the Agreement infringes any Intellectual Property Right of any third party or is otherwise illegal; and/or (b) a breach by Fyber of any of its representations or warranties under Section 4 of this MSA. In the event of any such threatened or actual Claim, in addition to its indemnification obligations herein, Fyber will have the right, in its discretion, to either (i) replace or modify the infringing or allegedly infringing‌ components of the Service, or (ii) immediately terminate this Agreement upon written notice to Demand Partner.
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By Fyber. Fyber shall indemnify, defend and hold harmless Publisher and its directors, officers, employees and agents (and successors, heirs and assigns) (the “Publisher Parties”) against any liability, damage, loss or expense (including reasonable attorneys’ fees and costs) incurred by the Publisher Parties in connection with any third-party claim that the Fyber Services, in the form provided by Fyber, infringe any Intellectual Property Right of a third party, unless and to the extent such infringement arises from Publisher’s use of the Fyber Services in violation of this Agreement. In the event of any such threatened or actual claim, in addition to its indemnification obligations herein, Fyber will have the right to either (a) replace or modify the infringing or allegedly infringing components of the Fyber Services, or (b) immediately terminate this Agreement upon written notice to Publisher. This Section states Fyber's entire liability and Publisher's sole and exclusive remedy for infringement claims and actions.
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By Fyber. Fyber shall indemnify, defend, and hold harmless Publisher and its directors, officers, employees, and agents, including their successors, heirs, and assigns (the “Publisher Parties”), against any liability, damage, loss, or expense, including reasonable attorneys’ fees and costs incurred by the Publisher Parties in connection with any third-party claim that the Services, in the form provided by Fyber, infringe any Intellectual Property Right of a third party, unless and to the extent such infringement arises from Publisher’s use of the Services in violation of the Agreement. In the event of any such threatened or actual claim, in addition to its indemnification obligations herein, Fyber will have the right to either (a) replace or modify the infringing or allegedly infringing components of the Fyber Services, or (b) immediately terminate the Agreement upon written notice to Publisher. By Publisher. Publisher shall indemnify, defend, and hold harmless Fyber, and its directors, officers, and employees including their successors, heirs, and assigns (the “Fyber Parties”) against any liability, damage, loss (including any disallowance of input VAT deductions), or expense, including reasonable attorneys’ fees and costs incurred by the Fyber Parties, in connection with any third-party claim arising out of or relating to (a) any alleged or actual breach of its representations, warranties, or covenants under sections 2, 3, 5, 6, 7, or 10.1, 11.4, or 11.6 of these T&Cs; (b) Publisher’s unauthorized use of the Services (not including claims for which Fyber is indemnifying Publisher); (c) Publisher Properties containing any Prohibited Content; and (d) Publisher Properties or Users’ downloads, installs or any use thereof violating any law or infringing upon or misappropriating any Intellectual Property Right.
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