Customer Indemnification Obligations. Subject to applicable federal or state law, and without waiving sovereign immunity, Customer will defend Google and its Affiliates providing the Services and indemnify them against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from (a) any Customer Indemnified Materials or (b) Customer’s or an End User’s use of the Services in breach of the AUP or the Use Restrictions. This section will not apply if the Customer is prohibited from agreeing to any vendor indemnification requirement.
Customer Indemnification Obligations. You shall indemnify and defend Us, Our Affiliates, and Our officers, directors, employees, contractors, and agents (each an “Indemnified Party”) against any claims, liabilities, and expenses (including court costs and reasonable attorney fees) that an Indemnified Party incurs as a result of, or in connection with:
(a) any third-party claims (“Third-Party Claims”) arising from:
(i) Your failure to obtain any consent, authorization, or license required for Our use of data, software, materials, systems, networks, or other technology You provide to Us under this Agreement;
(ii) Your use of the Software in a manner not expressly permitted by this Agreement;
(iii) Our compliance with any technology, designs, instructions, or requirements provided by You or a third-party on Your behalf;
(iv) any claims, costs, damages, and liabilities whatsoever asserted by any of Your Representatives; or
(v) any violation by You of applicable laws; and
(b) any reasonable costs and attorneys’ fees required for Us to respond to a subpoena, court order or other official government inquiry regarding Your use of the Software.
Customer Indemnification Obligations. You will unconditionally indemnify, defend, and hold Us, Our Affiliates, and their officers, directors, employees, contractors, and agents (each an Indemnified Party) harmless against any claims, liabilities, and expenses (including court costs and reasonable attorneys' fees) that an Indemnified Party incurs as a result of or in connection with:
(a) any third-party claims arising from:
(i) Customer Data, including without limitation Your failure to follow applicable laws or obtain all necessary consents related to Customer Data;
(ii) Your use of the Cloud Services in a manner not expressly permitted by this Agreement;
(iii) Our compliance with any technology, designs, instructions, or requirements provided by You or a third-party on Your behalf;
(iv) any claims, costs, damages, and liabilities whatsoever asserted by any of Your Representatives; or
(v) any violation by You of applicable laws or regulations; and
(b) any reasonable costs and attorneys’ fees required for Us to respond to a subpoena, court order or other official government inquiry regarding Customer Data or Your use of the Cloud Services.
Customer Indemnification Obligations. Customer will indemnify Google and its Affiliates against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from (a) any Customer Indemnified Materials; or (b) Customer’s or an End User’s use of the Services in breach of the AUP or the Use Restrictions.
Customer Indemnification Obligations. Customer shall defend, indemnify, and hold harmless NHPA and its employees, officers, directors, agents, affiliates, successors, and permitted assigns (collectively, “NHPA Indemnified Party”), against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorney fees, and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers (collectively, “Losses”), incurred by NHPA Indemnified Party arising out or resulting from any claim of a third party alleging:
(a) material breach by Customer of any representation, warranty, covenant or other obligations set forth in this Agreement or reliance upon any information contained in a Listing; or
(b) gross negligence or more culpable act or omission of Customer (including any recklessness or willful misconduct) in connection with the performance of its obligations under this Agreement.
Customer Indemnification Obligations. Customer will indemnify, defend and hold Zingle, and its subsidiaries, affiliates, officers, agents and employees (collectively, the Zingle Indemnitees”) harmless from and against any and all claims, liabilities, costs, damages, expenses and losses, including, without limitation, reasonable legal and accounting fees, arising out of any third party claim, including claims by Consumers, brought against the Zingle Indemnitees related to Customer’s use of the Zingle Materials, Customer’s violation of this Agreement, Customer’s failure to secure any required consent or to provide information relating to Customer’s use of the Zingle Materials, or Customer’s violation of any rights of a third party through Customer’s use of the Zingle Materials.
Customer Indemnification Obligations. Customer shall defend, indemnify, and hold SVTC or any Affiliate of SVTC harmless from and against any Losses (as defined in the preceding paragraph) resulting from any third party claim (i) that any Customer Personnel is an employee of SVTC (such Losses including any employee benefit that any such person claims to be entitled to from SVTC as an employee of SVTC), (ii) based upon any act or omission of any Customer Personnel (such Losses including but not limited to any fire or other catastrophic loss to the Line or any significant portion of the Line that is attributable to any such act or omission), (iii) based upon any breach by Customer or any Customer Personnel of any obligation imposed by this Agreement, (iv) relating to Customer equipment in the event that customer equipment fails to perform as designed, (v) relating to Customer’s implementation or use of Customer’s Technology at the SVTC premises, including claims related to bodily injury, damage or loss of tangible property, and (vi) that Customer equipment, Customer processes or Customer Technology infringes or misappropriates the Intellectual Property Rights of any third party. Customer shall not be obligated to defend, indemnify, or hold SVTC harmless to the extent that any such claim is based upon a modification to the Customer equipment or Customer’s Technology made by SVTC, if such modification was not made at the instruction or on behalf of Customer. Customer’s obligation under this paragraph shall expire as to any claim that SVTC has not provided written notification of to Customer within one year after receipt by SVTC or becomes known by SVTC.
Customer Indemnification Obligations. Customer will indemnify and defend PlagScan and its affiliates and its officers, directors and employees against any third party claim, suit, or proceeding brought against such party arising from or relating to (i) the misuse of the Service by Customer or Organizational Users or (ii) Customer Data or the use thereof, including but not limited to, allegations that processing of Customer Data by PlagScan or Customer under this Agreement infringes the privacy or intellectual property rights of a third party or violates any applicable law or regulation (each a “PlagScan Claim”), provided that (a) Customer is promptly notified in writing of a PlagScan Claim, (b) the indemnified party provides reasonable assistance (at Customer expense) with such PlagScan Claim, and (c) Customer is accorded the right to have sole discretion to direct the defense and any negotiations or settlement of such PlagScan Claim. Customer shall have met the obligations of this subsection by paying for the costs to litigate a PlagScan Claim to conclusion and paying the final judgment awarded to the third party claimant (and any costs or fees awarded to the third party as part of such judgment), or by paying to settle the PlagScan Claim (including costs incurred by PlagScan to reach the settlement). The indemnification obligations set forth in this subsection are Customer’s sole and exclusive obligations, and PlagScan’s sole and exclusive remedies, with respect to infringement or misappropriation of third party rights of any kind.
Customer Indemnification Obligations. Except to the extent that we are liable under the terms of this Agreement or another Account Documentation, you agree to indemnify, defend, and hold us, our affiliates, officers, directors, employees, consultants, agents, service providers, and licensors harmless from any and all third-party claims, liability, damages, and/or costs (including but not limited to reasonable attorney's fees) arising from: • a third-party claim, action, or allegation of infringement, misuse, or misappropriation based on information, data, files, or other materials submitted by you to us; • any fraud, manipulation, misuse or other breach of this Agreement or Digital Banking by you or your Authorized Representatives; • your violation of any law or rights of a third party; or We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses. You will not settle any action or claims on our behalf without our prior written consent. This indemnification is provided without regard to whether our claim for indemnification is due to the use of Digital Banking by you or your Authorized Representatives.
Customer Indemnification Obligations. Customer shall defend, indemnify and hold Supplier harmless from and against any third party claim of infringement or misappropriation of intellectual property rights of such third party made against Supplier which arises from or relates any specification of the Customer Library provided by Customer, Unapproved Modifications, and modifications made to the Systems Technology at Customer’s request. Customer shall have no obligation of indemnity to the extent that any third party claim made against Supplier arises from or relates to (i) Supplier’s breach of any material provision or Supplier’s representation or warranty set forth in this Agreement; or (ii) Supplier’s gross negligence or willful misconduct with respect to its obligations under this Agreement. CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.
