Customer Indemnification. To the extent permitted by applicable law, Customer will indemnify, defend and hold ▇▇▇▇ 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 ▇▇▇▇ 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.
Appears in 2 contracts
Sources: Telematics Subscription Contract, Field Connect Subscription Contract
Customer Indemnification. To 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 ▇▇▇▇ 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 ▇▇▇▇ 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.
Appears in 2 contracts
Sources: Telematics Subscription Contract, Field Connect Subscription Contract
Customer Indemnification. To the extent permitted by applicable law, Customer will shall indemnify, defend and hold ▇▇▇▇ John 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 ari sing 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 and 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 ▇▇▇▇ John Deere; (iii) any use of the System by Customer for an unauthorized purposeUnauthorized 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 John Deere Indemnified Party and the Satellite Provider 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 of the System or the wireless or satellite services provided by any Underlying Wireless ProviderSystem, 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 John Deere’s or the Deere Indemnified PartySatellite Provider’s reckless acts or omissions gross negligence or willful misconduct. Customer agrees to indemnify and hold harmless the underlying wireless service carrier and its officers, employees, and agent s against any and all claims, including without limitation claims for libel, slander, or any property damage, personal injury or death, arising in any way, directly or indirectly, in connection with use, failure to use, or inability to use the wireless services except where the claims result from the underlying wireless service carrier’s gross negligence or willful misconduct. The indemnities in this Section shall survive the termination of this Contract.
Appears in 1 contract
Sources: Telecommunications
Customer Indemnification. To Subject t o 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 ▇▇▇▇ 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 contractorscontract ors) 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 ▇▇▇▇ 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 gross negligence or willful misconduct.
Appears in 1 contract
Sources: Telematics Subscription Contract
Customer Indemnification. To 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 ▇▇▇▇ 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 contractorscontractor s) 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 ▇▇▇▇ 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 gross negligence or willful misconduct.
Appears in 1 contract
Sources: Field Connect Subscription Contract
Customer Indemnification. To the extent permitted by applicable law, Customer will indemnify, pay to or promptly reimburse to John Deere all of the latter’s expenses made to defend and will hold ▇▇▇▇ Deere and Deere, its Affiliates (including their respective officersAffiliates, employees, and agents), and any affected Underlying Wireless Providers Provider and their Affiliates the Satellite Provider (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) (“indemnify”) and defend and hold ▇▇▇▇ Deere and its Affiliates (including their respective directors, officers, employees and agents) 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 equipm ent not provided or approved for use with the System by ▇▇▇▇ John 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 ofuse, failure to use, or inability to use of the System or the wireless or satellite services provided by any the Underlying Wireless Provider(s) and the Satellite 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 gross negligence or willful misconduct. Customer agrees to indemnify and hold harmless each Deere Indemnified Party against any and all claims, including without limitation claims for libel, slander, or any property damage, personal injury or death, arising in any way, directly or indirectly, in connection with use, except where the claims result from the Underlying Wireless Provider’s or the Satellite Provider’s, as applicable, gross negligence or willful misconduct. The indemnities in this Section will survive the termination of this Contract.”
Appears in 1 contract
Sources: Telematics Subscription Contract
Customer Indemnification. To Subject t o 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 ▇▇▇▇ John 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 o r independent contractors) negligent use or intentional misuse of the System; (ii) use of any mounting bracket or other equipment not provided or approved appro ved for use with the System by ▇▇▇▇ John 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 Additional Features 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 Providerunderlying 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 gross negligence or willful misconduct.
Appears in 1 contract
Sources: Jdlink Connect Upgrade Contract
Customer Indemnification. To the extent permitted by applicable law, Customer will indemnify, pay to or promptly reimburse to ▇▇▇▇ Deere all of the latter’s expenses made to defend and will hold ▇▇▇▇ Deere and Deere, its Affiliates (including their respective officersAffiliates, employees, and agents), and any affected Underlying Wireless Providers Provider and their Affiliates the Satellite Provider (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) (“indemnify”) and defend and hold ▇▇▇▇ Deere and its Affiliates (including their respective directors, officers, employees and agents) 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 equipm ent not provided or approved for use with the System by ▇▇▇▇ 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 ofuse, failure to use, or inability to use of the System or the wireless or satellite services provided by any the Underlying Wireless Provider(s) and the Satellite 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 gross negligence or willful misconduct. Customer agrees to indemnify and hold harmless each Deere Indemnified Party against any and all claims, including without limitation claims for libel, slander, or any property damage, personal injury or death, arising in any way, directly or indirectly, in connection with use, except where the claims result from the Underlying Wireless Provider’s or the Satellite Provider’s, as applicable, gross negligence or willful misconduct. The indemnities in this Section will survive the termination of this Contract.”
Appears in 1 contract
Sources: Telematics Subscription Contract
Customer Indemnification. To the extent permitted by applicable law, Customer will shall indemnify, defend and hold ▇▇▇▇ John 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 and 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 ▇▇▇▇ John Deere; (iii) any use of the System by Customer for an unauthorized purposeUnauthorized 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 John Deere Indemnified Party and the Satellite Provider 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 of the System or the wireless or satellite services provided by any Underlying Wireless ProviderSystem, 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 John Deere’s or the Deere Indemnified PartySatellite Provider’s reckless acts or omissions gross negligence or willful misconduct. Customer agrees to indemnify and hold harmless the underlying wireless service carrier and its officers, employees, and agents against any and all claims, including without limitation claims for libel, slander, or any property damage, personal injury or death, arising in any way, directly or indirectly, in connection with use, failure to use, or inability to use the wireless services except where the claims result from the underlying wireless service carrier’s gross negligence or willful misconduct. The indemnities in this Section shall survive the termination of this Contract.
Appears in 1 contract
Sources: Telecommunications
Customer Indemnification. To the extent permitted by applicable law, Customer will agrees to indemnify, defend and hold ▇▇▇▇ Deere harmless WSECO from 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, actions, suits, proceedings, costs, expenses, damages or expenses (including attorneys' but not limited to consequential and incidental damages), liabilities, deficiencies, fees) , interest, awards, penalties, fines, costs (including, but not limited to, attorney fees and court costs), judgements, and settlements, (including those brought or incurred by or in favor of Customer’s employees, agents and subcontractors), arising out of or related to: to (i) any personal injury to the selection, delivery, loading, unloading, towing, possession, use, misuse, failure or death maintenance of any person or personsthe Goods, any loss or damage of any propertyoperation, any financial losshandling, retaking, 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 transportation of the System; Goods (ii) use of any mounting bracket or other equipment not provided or approved for use with the System by ▇▇▇▇ 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 inclusive of any of the terms and conditions foregoing by employees or agents of this Contract. Customer hereby agrees to fully defendCustomer, hold harmlessor third parties), and indemnify each Deere Indemnified Party from and against all liability(ii) personal injury, loss, damage, claims, actions, judgments death or expenses property damage or loss of any nature whatsoever 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 related to Customer’s use of the SystemGoods subject to this CVA, except (iii) any breach by Customer of this CVA or any applicable law, (iv) use of the Services or serviced equipment in any manner that does not materially conform with the usage specifications provided by WSECO or the equipment manufacturer, as applicable, or (v) any act or omission of Customer or Customer’s employees, agents, contractors, subcontractors, affiliates or invitees. Additionally, Customer agrees to the extent defend, at its expense, any and all suits brought against WSECO either alone or in conjunction with others (including any third-party suits or actions) and additionally to satisfy, pay and discharge any and all judgments and fines against WSECO in any such liabilities, losses, damages, claims, suits or actions, judgments or expenses are caused by the Deere Indemnified Party’s reckless acts or omissions or whether based in gross negligence, willful misconduct, negligence or otherwise.
Appears in 1 contract
Sources: Customer Value Agreement
Customer Indemnification. To the extent permitted by applicable law, Customer will shall indemnify, defend and hold ▇▇▇▇ John 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 d eath of any person or persons, any loss or damage of any property, any and 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 ▇▇▇▇ John Deere; (iii) any use of the System by Customer for an unauthorized purposeUnauthorized Purpose; (iv) data content ▇▇▇▇▇ nt 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 John Deere Indemnified Party and the Satellite Provider 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 of the System or the wireless or satellite services provided by any Underlying Wireless ProviderSystem, 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 John Deere’s or the Deere Indemnified PartySatellite Provider’s reckless acts or omissions gross negligence or willful misconduct. Customer agrees to indemnify and hold harmless the underlying wireless service carrier and its officers, employees, and agents against any and all claims, including without limitation claims for libel, slander, or any property damage, personal injury or death, ari sing in any way, directly or indirectly, in connection with use, failure to use, or inability to use the wireless services except where the claims result from the underlying wireless service carrier’s gross negligence or willful misconduct. The indemnities in this Section shall survive the termination of this Contract.
Appears in 1 contract
Sources: Telematics System Contract