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 in accordance with this Agreement, infringes or misappropriates such third party's US 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 Services in a manner not authorized by this Agreement; (iii) use of the 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 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.
Appears in 2 contracts
Samples: Software as a Service Agreement, Software as a Service Agreement
Customer Indemnification. Customer shall indemnify, hold harmless, and, at Provider's option, defend Provider from and against any Losses resulting from any Third- Party Third‐Party Claim that the Customer Data, or any use of the Customer Data in accordance with this AgreementData, infringes or misappropriates such third party's US intellectual property rights rights, and any Third-Party 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 this Agreementthese 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 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 Third‐Party Claim or to participate in the defense thereof by counsel of its own choice.
Appears in 2 contracts
Samples: Service Terms, Service Terms
Customer Indemnification. Customer shall indemnify, hold harmless, and, at Provider's Tydo’s option, defend Provider Tydo from and against any Losses resulting from any Third- Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party's ’s US intellectual property or other rights and any Third-Party Claims based on Customer's ’s or any Authorized User's ’s (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; or (iii) use of the Services in combination with data, software, hardware, equipment, equipment or technology not provided by Provider Tydo or authorized by Provider Tydo in writing; or (iv) modifications to the Services not made by Provider, in each case provided that Customer may not settle any Third-Party Claim against Provider Tydo unless Provider Tydo consents to such settlement, and further provided that Provider Tydo 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.
Appears in 1 contract
Samples: Customer Terms and Conditions
Customer Indemnification. Customer shall indemnify, hold harmless, and, at Provider's option, defend Provider from and against any Losses resulting from any Third- Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party's US 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 Services in a manner not authorized by this Agreement; (iii) use of the 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 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.
Appears in 1 contract
Samples: A Service Agreement
Customer Indemnification. Customer shall indemnify, hold harmless, and, at Provider's option, defend Provider from and against any Losses resulting from any Third- Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party's US [US] 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 Services in a manner not authorized by this Agreement; (iii) use of the 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 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.
Appears in 1 contract
Customer Indemnification. Customer shall indemnify, hold harmless, and, at Provider's ’s option, defend Provider from and against any Losses resulting from any Third- Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party's ’s US intellectual property rights and any Third-Party Claims based on Customer's ’s or any Authorized User's ’s (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; (iii) use of the 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 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.
Appears in 1 contract
Samples: A Service Agreement
Customer Indemnification. Customer shall indemnify, hold harmless, and, at Provider's ’s option, defend Provider from and against any Losses resulting from any Third- Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party's US ’s intellectual property rights and any Third-Party Claims based on Customer's ’s or any Authorized User's ’s (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; (iii) use of the 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 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.
Appears in 1 contract
Samples: Software as a Service Agreement
Customer Indemnification. Customer shall indemnify, hold harmless, and, at Provider's PolyOps’s option, defend Provider PolyOps from and against any Losses resulting from any Third- Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party's ’s US intellectual property or other rights and any Third-Party Claims based on Customer's ’s or any Authorized User's ’s (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; or (iii) use of the Services in combination with data, software, hardware, equipment, equipment or technology not provided by Provider PolyOps or authorized by Provider PolyOps in writing; or (iv) modifications to the Services not made by Provider, in each case provided that Customer may not settle any Third-Party Claim against Provider PolyOps unless Provider PolyOps consents to such settlement, and further provided that Provider PolyOps 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.
Appears in 1 contract
Samples: Customer Terms and Conditions
Customer Indemnification. Customer shall indemnify, fully indemnify and hold harmless, and, and at Provider's ’s option, defend Provider Provider, including its directors, officers, employees, agents, representatives, successors and assigns harmless from and against any Losses resulting from any Third- Party Claim that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party's US intellectual property rights and any Third-all Third Party Claims based on and pay all Losses arising out of or in connection with (i) Customer's ’s or any Authorized User's ’s violation of this Agreement; (iii) negligence or willful misconduct; (ii) use of the Services in a manner not authorized misconduct by this AgreementCustomer or any Authorized User; (iii) use of the Services or Provider IP in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; or (iv) modifications to the 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-Third- Party Claim or to participate in the defense thereof by counsel of its own choice.
Appears in 1 contract
Samples: ellio.raftelis.com
Customer Indemnification. Customer shall indemnify, hold harmless, and, at ProviderWalla's option, defend Provider Walla from and against any Losses resulting from any Third- Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party's US intellectual property rights and any Third-Party Claims based on Customer's Your or any Authorized User's (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; (iii) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider Walla or authorized by Provider Walla in writing; or (iv) modifications to the Services not made by ProviderWalla, provided that Customer may not settle any Third-Party Claim against Provider Walla unless Provider Walla consents to such settlement, and further provided that Provider Walla 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.
Appears in 1 contract
Samples: Customer Terms of Service
Customer Indemnification. Customer shall indemnify, hold harmless, and, at ProviderCatch's option, defend Provider Catch from and against any Losses resulting from any Third- Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party's US 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 Services in a manner not authorized by this Agreement; (iii) use of the Services in combination with data, software, hardware, equipment, equipment or technology not provided by Provider Catch or authorized by Provider Catch in writing; or (iv) modifications to the Services not made by ProviderCatch, provided that Customer may not settle any Third-Party Claim against Provider Catch unless Provider Catch consents to such settlement, and further provided that Provider Catch 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.
Appears in 1 contract
Samples: A Service Agreement
Customer Indemnification. Customer shall indemnify, hold harmless, and, at Provider's option, defend Provider from and against any Losses resulting from any Third- Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party's US intellectual property rights and any Third-Party Claims based on Customer's or any Authorized User's (iA) negligence or willful misconduct; (iiB) use of the Services in a manner not authorized by this Agreement; (iiiC) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; or (ivD) modifications to the 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.
Appears in 1 contract
Samples: Service Agreement
Customer Indemnification. Customer shall indemnify, hold harmless, and, at Provider's ’s option, defend Provider from and against any Losses resulting from any Third- Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party's US ’s United States intellectual property rights and any Third-Party Claims based on Customer's ’s or any Authorized User's ’s (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; (iii) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; (iv) provision of third-party software or applications to Provider without necessary authorization from such third party; or (ivv) modifications to the 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.
Appears in 1 contract
Samples: Master Subscription Agreement