Customer Indemnification. You will defend Us and Our Affiliates at Your expense, indemnify Us and Our Affiliates against any judgments finally awarded by a court, and pay any settlements approved by You with respect to any claims: (a) that Customer Data and/or Your method or process of doing or conducting business infringes any intellectual property rights of a third party; (b) arising from Your non-compliance with the Agreement, including Section 2 (Scope of Use); or (c) any circumstances arising under the Exclusions.
Customer Indemnification. Customer will indemnify and hold PROS harmless from Losses resulting from any claims brought by unaffiliated third parties against PROS (i) alleging that Customer Data, or Customer’s use of the Subscription Service in breach of this Agreement, infringes any intellectual property rights of any third party; or (ii) related to any acts or omissions of Customer or the Users in breach of Section 1.3(i) of this Agreement.
Customer Indemnification. CUSTOMER IS RESPONSIBLE FOR AND SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS VIBRANT AND ITS EMPLOYEES, AFFILIATES, SUPPLIERS, AGENTS AND CONTRACTORS AND SHALL REIMBURSE VIBRANT FOR ANY DAMAGES, LOSSES OR EXPENSES (INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEY'S FEES AND COSTS) INCURRED BY VIBRANT IN CONNECTION WITH ANY CLAIMS, SUITS, JUDGMENTS AND CAUSES OF ACTION.
a. ARISING OUT OF (i) CUSTOMER USE OF THE SERVICE OR EQUIPMENT; (ii) VIOLATION OR INFRINGEMENT OF CONTRACTUAL RIGHTS, PRIVACY, CONFIDENTIALITY, COPYRIGHT, PATENT, TRADEMARK, TRADE SECRET, OR OTHER INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS ARISING FROM CUSTOMER USE OF THE SERVICE OR ANY UNAUTHORIZED APPARATUS OR SYSTEM; AND (iii) CUSTOMER BREACH OF ANY PROVISION OF THIS AGREEMENT.
Customer Indemnification. Customer shall indemnify, defend and hold harmless CiteRight and its Subcontractors and Affiliates, and each of its and their respective officers, directors, employees, agents, successors and permitted assigns (each, a “CiteRight Indemnitee”) from and against any and all Losses incurred by such CiteRight Indemnitee in connection with any Action by a third party (other than an Affiliate of a CiteRight Indemnitee) to the extent that such Losses arise out of or relate to any:
(a) Customer Data, including any Processing of Customer Data by or on behalf of CiteRight in accordance with this Agreement;
(b) any other materials or information (including any documents, data, specifications, software, content or technology) provided by or on behalf of Customer or any Authorized User, including CiteRight’s compliance with any specifications or directions provided by or on behalf of Customer or any Authorized User to the extent prepared without any contribution by CiteRight;
(c) allegation of facts that, if true, would constitute Customer’s breach of any of its representations, warranties, covenants or obligations under this Agreement; or
(d) negligence or more culpable act or omission (including recklessness or wilful misconduct) by Customer, any Authorized User or any third party on behalf of Customer or any Authorized User, in connection with this Agreement.
Customer Indemnification. SUBJECT TO SECTION 16.1, CUSTOMER AGREES TO AND SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS PROVIDER, AND PROVIDER’S DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARENT, AFFILIATES AND SUBSIDIARIES, (ALL OF THE FOREGOING, THE “Provider Group”) FROM AND AGAINST ALL LOSSES WHICH IN ANY WAY RESULT FROM ANY OF THE FOLLOWING: (A) THE OWNERSHIP, DESIGN, CONSTRUCTION, MAINTENANCE OR OPERATION OF CUSTOMER’S FACILITIES AND/OR ANY TRUCKS OR TRAINS UTILIZED BY CUSTOMER FOR DELIVERING CUSTOMER HYDROCARBONS TO A RECEIPT POINT OR DELIVERING CUSTOMER HYDROCARBONS FROM A DELIVERY POINT; PROVIDED, HOWEVER, THAT NO MEMBER OF THE PROVIDER GROUP SHALL BE ENTITLED TO INDEMNIFICATION PURSUANT TO THIS SECTION 16.2 WITH RESPECT TO THE NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY MEMBER OF THE PROVIDER GROUP, (B) ANY CUSTOMER GAS OR CUSTOMER INJECTED NGLS DELIVERED INTO THE TGP SYSTEM THAT DO NOT MEET THE QUALITY SPECIFICATIONS SET FORTH IN SECTION 1.1(A) OF THE OPERATING TERMS (AS REVISED IN ACCORDANCE WITH SECTION 1.1(B) OF THE OPERATING TERMS), AND (C) THE PAYMENT OR CALCULATION OF ANY PROCEEDS, ROYALTIES OR OTHER BURDENS ON PRODUCTION DUE BY ANY PRODUCER TO APPLICABLE LESSORS, LANDOWNERS, ROYALTY HOLDERS OR OTHER INTEREST HOLDERS (INCLUDING CO-OWNERS OF WORKING INTERESTS), AS APPLICABLE, WITH RESPECT TO ANY GAS OR INJECTED NGLS DELIVERED INTO THE TGP SYSTEM BY OR ON BEHALF OF CUSTOMER.
Customer Indemnification. (1) Customer shall defend, indemnify and hold harmless S&SC, Xxxxxxx and the officers, directors, employees and agents of each against all Indemnifiable Losses arising out of or resulting from any Claim in connection with (A) Customer’s or any of its contractor’s, subcontractor’s or agent’s use of the Product not in accordance with the Documentation, the Permitted Purpose, this agreement or in any unlawful manner; (B) the negligence or willful misconduct of Customer or its employees, agents, servants, subcontractors or vendors; (C) any breach of alleged breach of this agreement by Customer; or (D) an allegation that any Customer Content infringes or misappropriates any Intellectual Property, privacy or other legal right of any third party.
(2) S&SC shall notify Customer with reasonable promptness upon learning of any Claim for which S&SC seeks defense, settlement or indemnification from Customer, but S&SC’s failure to do so will have no effect except to the extent Customer is prejudiced thereby. S&SC shall allow Customer to control the defense and settlement of the indemnified Claim and shall reasonably cooperate with the defense, but Customer shall use counsel reasonably experienced in the subject matter at issue and shall not settle a Claim without the written consent of S&SC.
Customer Indemnification. Customer shall indemnify, hold harmless, and, at Provider's option, defend Provider from and against any Losses resulting from any Third‐Party Claim that the Customer Data, or any use of the Customer Data, infringes or misappropriates such third party's intellectual property rights, and any Third‐Party Claims based on Customer's or any Authorized User's (i) negligence or willful misconduct; (ii) use of the Software Services in a manner not authorized by these Terms; (iii) use of the Software Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; or (iv) modifications to the Software Services not made by Provider, provided that Customer may not settle any Third‐Party Claim against Provider unless Provider consents to such settlement, and further provided that Provider will have the right, at its option, to defend itself against any such Third‐Party Claim or to participate in the defense thereof by counsel of its own choice.
Customer Indemnification. Subject to any applicable “Country Specific Terms” set out below Table 1 in this Contract for Customer’s Contract Jurisdiction and to the extent permitted by applicable law, Customer will indemnify, defend and hold Xxxx Deere and its Affiliates (including their respective officers, employees, and agents), and any affected Underlying Wireless Providers and their Affiliates (including their respective directors, officers, employees and agents) (each, a “Deere Indemnified Party”) harmless against any and all losses, claims, damages or expenses (including attorneys' fees) arising out of or related to: (i) any personal injury to or death of any person or persons, any loss or damage of any property, any financial loss, or any interruption of services which are caused or claimed to have been caused directly or indirectly from Customer's (including its employees or independent contractors) negligent use or intentional misuse of the System; (ii) use of any mounting bracket or other equipment not provided or approved for use with the System by Xxxx Deere; (iii) any use of the System by Customer for an unauthorized purpose;
(iv) data content or other information transmitted by Customer, its employees or its independent contractors over the System; (v) any Abuse or Fraudulent Use by Customer or anyone accessing the Services through Customer or Customer’s Terminal; or (v) any material breach by Customer of any of the terms and conditions of this Contract. Customer hereby agrees to fully defend, hold harmless, and indemnify each Deere Indemnified Party from and against all liability, loss, damage, claims, actions, judgments or expenses arising out of or relating to Customer’s use of, failure to use, or inability to use the System or the wireless or satellite services provided by any Underlying Wireless Provider, as well as from any third party intellectual property infringement claims arising out of or relating in any way with respect to Customer’s use of the System, except to the extent any such liabilities, losses, damages, claims, actions, judgments or expenses are caused by the Deere Indemnified Party’s reckless acts or omissions or willful misconduct.
Customer Indemnification. Customer is responsible for and shall defend, indemnify, and hold harmless HomeWorks and its employees, affiliates, suppliers, agents and contractors, and shall reimburse HomeWorks for any damages, losses or expenses (including, without limitation, reasonable attorney's fees and costs) incurred by HomeWorks in connection with any claims, suits, judgments and causes of action arising out of:
a. customer use of the service or equipment;
b. violation or infringement of contractual rights, privacy, confidentiality, copyright, patent, trademark, trade secret, or other intellectual property and proprietary rights arising from customer use of the service or any unauthorized apparatus or system; and
c. customer breach of any provision of this agreement.
Customer Indemnification. Customer shall defend, indemnify and hold harmless S&SC, Xxxxxxx, Xxxxxxx Xxxxxxx Corporation and the officers, directors, employees and agents of each against all Indemnifiable Losses arising out of or resulting from any Claim in connection with (1) Customer’s or any of its contractor’s, subcontractor’s or agent’s use of the Product not in accordance with the Documentation, the Permitted Purpose, this agreement or in any unlawful manner; (2) the negligence or intentional misconduct of Customer or its employees, agents, servants, subcontractors or vendors; or (3) any breach of alleged breach of this agreement by Customer.
