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. 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. 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. Xxxxxxxx agrees to indemnify and hold harmless Blumira against any claims, liabilities, losses, damages, and expenses (including reasonable attorneys’ fees and cost of litigation) to the extent that they are incurred based on a claim of any conduct that constitutes a breach of this Agreement or other wrongful act of Reseller. Blumira shall give Reseller prompt written notice of any such claim, allow Reseller to control the defense of such claim, and Blumira shall fully cooperate with Reseller in the defense and all related settlement negotiations.
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.
By Reseller. During the Term, Reseller grants Tridium a right of publicity to use the Reseller Marks described in Exhibit B in its Promotional Materials, financial reports, and prospectuses indicating Reseller is an Authorized Tridium Reseller.
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. 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. 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. Notwithstanding any provision to the contrary in any Customer Agreement or otherwise, Integrator is responsible for providing all technical support to Customers for the OEM Solution, including, but not limited to, providing all Customer upgrades in connection with new releases of the Product and the OEM Solution.
