By Publisher Sample Clauses
By Publisher. Publisher will defend Customer from and against any and all third party claims, actions, suits, proceedings, and demands alleging that the use of the Offering as permitted under the Contract infringes or misappropriates a third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer for all reasonable attorney’s fees incurred and damages and other costs finally awarded against Customer in connection with or as a result of, and for amounts paid by Customer under a settlement Publisher approve of in connection with a Claim Against Customer; provided, however, that the Publisher has no liability if a Claim Against Customer arises from: (1) Customer Data or non-Publisher products, including third-party software; and (2) any modification, combination or development of the Offering that is not performed or authorized in writing by Publisher, including in the use of any application programming interface (API). Customer must provide Publisher with prompt written notice of any Claim Against Customer and allow Publisher the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting Publisher’s defense and settlement of such matter. This section states Publisher sole liability with respect to, and Xxxxxxxx’s exclusive remedy against Publisher for, any Claim Against Customer.
By Publisher. Publisher will defend Customer from and against any and all third party claims, actions, suits, proceedings, and demands alleging that: (i) the use of the Offering as permitted under the Contract infringes or misappropriates a third party’s intellectual property rights and
By Publisher. Publisher will defend Customer from and against any and all third party claims, actions, suits, proceedings, and demands alleging that the use of the Offering as permitted under the Contract infringes or misappropriates a third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer for all reasonable attorney’s fees incurred and damages and other costs finally awarded against Customer in connection with or as a result of, and for amounts paid by Customer under a settlement Publisher approve of in connection with a Claim Against Customer; provided, however, that the Publisher has no liability if a Claim Against Customer arises from: (1) Customer Data or non-Publisher products, including third-party software; and (2)
By Publisher. Publisher represents and warrants to Admixer that: (a) Publisher owns or controls the necessary legal rights to any Content that Publisher designates or transmits in connection with the use of the Services; (b) Publisher has all necessary rights, power and legal authority to enter into this Agreement and use the Services; and (c) Publisher and Publisher's Content: (i) complies with the requirements and all other applicable laws, statutes, ordinances and regulations; (ii) does not breach and has not breached any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; and (iii) only as to Publisher’s Content, is free from viruses and any other contaminants of any nature whatsoever. Publisher will indemnify and hold Admixer, and any of their parents, subsidiaries, affiliates, officers and employees, harmless, from any claim, demand, damages or loss, including costs and attorneys' fees, due to or arising out of Publisher’s breach or alleged breach of this Agreement or any of the foregoing representations and warranties.
By Publisher. Publisher shall indemnify, defend and hold harmless Fyber, and its directors, officers and employees (the “Fyber Parties”) against any liability, damage, loss 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, 6, 7 or 10.2 of these T&Cs; (b) Publisher’s unauthorized use of the Fyber Services (not including claims for which Fyber is indemnifying Publisher); (c) if Publisher Properties contain any Prohibited Content; (d) if Publisher Properties or users’ downloads, installations or any use thereof violate any law or infringes upon or misappropriates any intellectual property right, publicity or privacy right; and (e) if Publisher has not disclosed Fyber’s Ad Tracking practices as required by the Agreement.
By Publisher. Publisher agrees to defend, indemnify, and hold ------------- School Zone, and its officers, directors, agents, and employees, harmless against all costs, expenses, and losses (including reasonable attorney fees and costs) incurred by School Zone arising out of (a) any breach by Publisher or any Subdistributor or Sales Representative of any representations or warranties contained herein; (b) the manufacture, sale or other disposition of the Licensed Product; or (c) any other actions or inactions of Publisher of any Sub- distributor or Sales Representative.
By Publisher. If Publisher and/or Yahoo! will be responsible for serving the Digital Ads through its own ad servers, then Publisher and/or Yahoo! will track delivery of the Digital Ads through such servers. The parties agree that Publisher’s and/or Yahoo!’s final impression measurements will be used to determine the fees due under this Agreement.
By Publisher. Publisher acknowledges that, in the course of using the Network, it may have access to data and information, including the Targeting Criteria, regarding Publisher Web Sites and End-‐Users (“Network Data“). Publisher agrees that all Network Data will be used solely in connection with Publisher’s use of the Network and will be treated as the Confidential Information of Smartclip.
By Publisher. Publisher agrees to defend Criteo, its Affiliates and their respective directors, officers, employees and agents against any claim by a third party, judgment or proceeding that is related to: (a) Publisher’s breach of any express representation or warranty made in Section 7;
(b) Publisher’s breach of Sections 2.3 (including Prohibited Contents), 5 and 6; or (c) Publisher’s placement of any Ads in breach of these Terms or any relevant IO. Publisher agrees to indemnify Criteo for settlement amounts or damages, liabilities, costs and expenses (including reasonable attorneys' fees) awarded and arising out of such claims.
By Publisher. Publisher shall indemnify, defend and hold harmless Smartclip and its directors, officers, employees and agents and its and their respective successors, heirs and assigns (collectively, the “Smartclip Parties“) against any liability, damage, loss or expense (including reasonable attorneys’ fees and expenses of litigation) (collectively, “Losses“) incurred by or imposed upon the Smartclip Parties or any one of them in connection with any third-‐party claim, suit, action, demand or judgment (“Claims“) (a) alleging any fact, which, if true, would constitute a breach by Publisher of Section 8 or (b) Publisher’s use of the Network other than as permitted herein; provided, however, that in any such case Smartclip will (i) provide Publisher with prompt notice of any such claim (provided that the failure to provide prompt notice shall only relieve Publisher of its obligation to the extent it is materially prejudiced by such failure and can demonstrate such prejudice); (ii) permit Publisher to assume and control the defense of such action upon Publisher’s written notice to Smartclip of Publisher’s intention to indemnify; and (iii) upon Publisher’s written request, and at no expense to Smartclip or its affiliates, provide to Publisher all available information and assistance reasonably necessary for Publisher to defend such claim. Publisher will not enter into any settlement or compromise of any such claim, which settlement or compromise would result in any liability to any Smartclip Party, without Smartclip’s prior written consent, which will not unreasonably be withheld or delayed. Smartclip shall have the right to participate in the defense with counsel of its choice at its own expense.