CLAIMS FROM THIRD PARTIES Sample Clauses

CLAIMS FROM THIRD PARTIES. If a third party claims to one party that the service involves a defect in title, the other party shall be informed in writing as soon as possible. The responsible party shall deal with the claim at its own expense. The other party shall assist the party with this to a reasonable extent. One party shall commence and carry out the work of remedying the defect in title without undue delay by a) ensuring that the other party can use the service as before, without infringing the rights of a third party, or b) or delivering another similar service that does not infringe the rights of a third party.

CLAIMS FROM THIRD PARTIES. 10.1. The Partner assumes the sole responsibility for Partner’s Products/ Services it offers on the VTEX Platform, as well as for compliance with consumer protection rules and other applicable legal provisions, recognizes that under no circumstances will VTEX be liable for any damages or claims made by third parties harmed in reason for the activities carried out on the VTEX Platform, and undertakes to take all necessary measures to exclude VTEX from the liability of eventual actions, being responsible for all costs and expenses, including attorney's fees, and the payment of eventual judicial determination.

CLAIMS FROM THIRD PARTIES. 11.1. CONTRACTING PARTY acknowledges being solely liable for the products and/or services offered by it at the platform as well as for the fulfillment of the consumer defense rules within the scope of the activities it develops in the platform. In this context, if VTEX is sued by third parties by virtue of, including but not limited to, defects on the products or services offered by CONTRACTING PARTY or by any supplier of CONTRACTING PARTY, or further, for the non- compliance with the consumer defense rules, CONTRACTING PARTY undertakes to keep VTEX exempted from any claims. 11.1.1. If VTEX is sued by third parties, CONTRACTING PARTY undertakes to take all the necessary actions to exclude VTEX from being a defendant in the claim. If such exclusion is not possible, CONTRACTING PARTY will bear all the costs and expenses, including but not limited to attorney fees, which VTEX will have to incur for its defense, anticipating the amounts requested by VTEX, or if CONTRACTING PARTY cannot anticipate the amounts or pay directly, it will have to reimburse VTEX for the amounts that the latter had already disbursed, within two (2) business days from VTEX’s request. In case VTEX is sentenced, CONTRACTING PARTY shall pay directly the sentence value or anticipate the amounts that VTEX will have to pay; however, if none of such alternatives is possible, CONTRACTING PARTY shall reimburse VTEX, within two (2) business days from VTEX’s request, for all the amounts that it disbursed if sentenced.

CLAIMS FROM THIRD PARTIES. CUSTOMER acknowledges being solely liable for the products and/or services offered by it via its website. In this context, if VTEX is sued by third parties by virtue of, including but not limited to, defects on the products or services offered by CUSTOMER or by any supplier of CUSTOMER, or further, for the noncompliance with applicable laws, CUSTOMER shall indemnify and defend VTEX from any such claims.

CLAIMS FROM THIRD PARTIES. 57.1 The parties agree that if any third party takes legal action or otherwise makes or asserts a claim against either of the parties to this agreement, and such action, assertion or claim is based upon infringement of any patent, trademark or copyright associated with the Designated Product, Designated Trademarks, The Copyright Works, or other proprietary right licensed or conveyed under the terms of the Original Agreement; then the following provisions shall apply. For convenience, any such action, assertion or claim shall be referred to below as a "third party infringement claim". 57.2 The parties agree to cooperate in defending, settling or otherwise resolving any third party infringement claim. 57.3 All costs of defending against any third party infringement claim shall be equally divided between the parties. 57.4 Costs of defending against any third party infringement claim shall include monetary outlays for court costs, lawyers fees, investigation costs, costs of depositions, copy costs incurred in connection with a lawsuit, and other monetary outlay costs incurred because of actions taken in connection with the third party infringement claim. 57.5 Costs of defending against any third party infringement claim shall not include labor or employment costs and associated taxes for any employee of either party unless there is specific further agreement that such employee costs shall be shared under the terms of this modification and the Original Agreement. Also excluded are costs of consultants normally employed by either party in connection with the party's regular business, unless agreed by the parties or unless the consultant's fees are specifically charged in connection with services provided in defending against the third party infringement claim. Management consultants shall be considered the same as employees for purposes of determining whether their service fees are considered costs of defending against any third party claims. 57.6 Any recovery to either party resulting from any third party infringement claim, such as a favorable ruling upon a counterclaim, shall first be used to pay unpaid costs incurred by both parties in connection with the third party infringement claim. Thereafter the parties shall be reimbursed to the extent that the costs of defending have not been borne equally. Thereafter the recovery shall be divided equally or in a manner sufficient to provide equal treatment of the parties with respect to costs and recovery in connect...