By Subscriber. You shall indemnify, defend and hold harmless Acumatica from and against any and all claims, proceedings, damages, liability and costs (including reasonable attorneys’ fees) incurred by Acumatica in connection with any claim arising out of (i) any breach or alleged breach of any of your obligations set forth in this Agreement, and (ii) your or your Affiliates’ use of the Service, or the use by any party related to you, or any party acting upon your authorization in a manner that is not expressly authorized by this Agreement, regardless of the type or nature of the claim. You shall cooperate as fully as reasonably required in the defense of any claim. Acumatica reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of Acumatica.
Appears in 8 contracts
Samples: Saas Agreement, Saas Agreement, Saas Agreement
By Subscriber. You shall indemnify, defend and hold harmless Acumatica from and against any and all claims, proceedings, damages, liability and costs (including reasonable attorneys’ fees) incurred by Acumatica in connection with any claim made by an unaffiliated third party and arising out of (i) any breach or alleged breach of any of your obligations set forth in this Agreement, and (ii) your or your Affiliates’ use of the Service, or the use by any party related to you, or any party acting upon your authorization in a manner that is not expressly authorized by this Agreement, regardless of the type or nature of the claim. You shall cooperate as fully as reasonably required in the defense of any claim. Acumatica reserves the right, at its own expense, to assume the exclusive defense exclusivedefense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of Acumatica.
Appears in 6 contracts
Samples: Saas Agreement, Saas Agreement, Subscription Software as a Service Agreement
By Subscriber. You shall indemnify, defend and hold harmless Acumatica from and against any and all claims, proceedings, damages, liability and costs (including reasonable attorneys’ fees) incurred by Acumatica in connection with any claim arising out of (i) any breach or alleged breach of any of your obligations set forth in this Agreement, and (ii) your or your Affiliates’ use of the Service, or the use by any party related to you, or any party acting upon your authorization in a manner that is not expressly authorized by this Agreement, regardless of the type or nature of the claim. You shall cooperate as fully as reasonably required in the defense of any claim. Acumatica reserves the right, at its own expense, to assume the exclusive defense exclusivedefense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of Acumatica.
Appears in 1 contract
Samples: Saas Agreement