By Reseller. Reseller shall indemnify and hold Vendor harmless from and against any and all liabilities, losses, damages, costs and expenses (including legal fees and expenses) associated with any claim or action brought against Vendor that may arise from Reseller's improper or unauthorized replication, packaging, marketing, distribution, or installation of the Software, including claims based on representations, warranties, or misrepresentations made by Reseller, or any other improper or unauthorized act or failure to act on the party of Reseller.
By Reseller. No representations or warranties shall be made by or under authority of Reseller, its Affiliates, or Authorized Resellers with respect to the Product that have not been provided by NetSuite KK to Reseller in writing or that exceed the scope of NetSuite’s then current literature made publicly available by NetSuite for the Product. Reseller agrees that any and all representations and warranties, whether express, implied, statutory, or otherwise, shall be disclaimed on NetSuite’s and NetSuite KK’s behalf.
By Reseller. If Reseller materially breaches this Agreement and fails to cure such breach within thirty (30) days of receipt of written notice thereof from Operator, Operator may terminate this Agreement by written notice. In addition, Operator may terminate this Agreement immediately upon written notice to Reseller in the event of dishonesty, fraud, misrepresentation or similar cause by Reseller.
By Reseller. Reseller hereby grants to IBSS during the Term the non-exclusive right to market and resell Reseller’s products and services, if any, listed on Schedule E, on a case-by-case basis, and upon such terms and at such prices as the Parties hereto shall mutually agree.
By Reseller. Except as set forth in Section 9.1 above, Reseller will indemnify, hold harmless and defend Jive Software and its agents, employees, resellers, affiliates, parents and subsidiaries from and against any and all Claims based on Reseller’s sales activities or any breach of this Agreement or its obligations hereunder and to reimburse Jive Software on demand for any loses, costs, of expenses it incurs as a result of any Claims.
By Reseller. During the Term, upon written permission from Reseller, Reseller grants Veea a right of publicity to use the Reseller Marks then in effect in its Promotional Materials, financial reports, and prospectuses indicating Reseller is an Authorized Veea Reseller.
By Reseller. Reseller agrees to indemnify and hold ChoicePoint harmless from and against any and all losses, claims, damages and liabilities that ChoicePoint may suffer or incur based upon any third party claim, charge or suit instituted against ChoicePoint arising out of or resulting from: (i) any breach of a duty arising hereunder by Reseller or its Authorized Recipients; and/or (ii) any negligent or willful misuse/dissemination of MVRs by Reseller or any third party having access to same by, through or under Reseller; provided, however, this indemnification obligation shall not extend to third party claims arising out of a breach of this Agreement by ChoicePoint.
By Reseller. Reseller shall indemnify and hold Gravic harmless from and against any and all liabilities, losses, damages, costs and expenses (including legal fees and expenses) associated with any claim or action brought against Gravic that may arise from Reseller's operation of its business, improper or unauthorized replication, packaging, marketing, resale, installation, or support of the Software, including claims based on representations, warranties, or misrepresentations made by Reseller, inadequate installation, support or assistance by Reseller, Xxxxxxxx’s failure to comply with the terms and conditions of this Agreement, or any other improper or unauthorized act or failure to act on the part of Reseller.
By Reseller. If any claim is made against Marimba by a third party based upon Reseller's distribution of the Products, including without limitation, providing unauthorized representations or warranties (or failing to effectively disclaim all warranties and liabilities on behalf of Marimba, if licensing Products under Reseller's end user license agreement) to its customers, Reseller will be responsible for and will indemnify Marimba from any and all claims, liabilities, damages, settlements, costs, expenses and liabilities of any type whatsoever regarding such third party claim, with the exception of those activities for which Marimba bears responsibility under Section 13(b) of this Agreement, and provided Marimba gives Reseller prompt written notice of any such claim, together with the full authority for and reasonable cooperation with such a defense.
By Reseller. BAKBONE makes this Agreement in reliance upon the reputation of Reseller and its management, and accordingly it may not be assigned or encumbered by Reseller without BAKBONE's prior written consent, in its discretion. Due to the importance of Reseller's ownership and management, the sale, transfer or assignment of 50% or more of Reseller's capital stock, partnership interests, or voting rights shall be deemed an assignment of this Agreement. Any attempted assignment in violation of this provision is void, and may, at BAKBONE's election, result in termination of this Agreement.
