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. As between Publisher and JSTOR, Publisher shall be solely responsible for the content of the Books and will hold harmless and indemnify JSTOR and/or its officers, trustees, employees, agents, successors, assigns, and contractors (collectively, “JSTOR’s Representatives”) against any and all suits, claims, demands, or recoveries, including damages, costs, and reasonable attorneys’ fees, which may be made, taken, or accrued at any time by or against any JSTOR Representatives arising out of or in connection with Publisher’s breach of the representations and/or warranties set forth in this Agreement, or any infringement or misappropriation of proprietary rights or copyright, or of any injurious or libelous matter contained or alleged to be contained in the Books as delivered to JSTOR by Publisher, without unauthorized modification or alteration by or on behalf of JSTOR.
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. If you are a publisher, 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 and perform your obligations under this agreement;
(d) You own or have a license to use the Publisher Sites, and you have the right to use the entire contents and subject matter contained on the Publisher Sites;
(e) The Publisher Sites do not violate any law, including any law governing false or deceptive advertising, sweepstakes, gambling, comparative advertising, or trade disparagement;
(f) The Publisher Sites do not infringe any copyright, patent, trademark, trade secret, or other intellectual property right of any person;
(g) The Publisher Sites do not breach any duty toward or rights of any person, including rights of publicity or privacy, and have not otherwise resulted in or are not likely to result in any consumer fraud, product liability, tort, breach of contract, injury, damage, or harm to any person;
(h) The Publisher Sites 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 Publisher Sites 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 Publisher Sites are not false, deceptive, or misleading;
(k) The Publisher Sites are not defamatory, libelous, slanderous, or threatening;
(l) The Publisher Sites are free of viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots, “spyware,” “malware,” “ransomware,” and any other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any system, data, or personal information;
(m) The Publisher Sites 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 an...
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.
