Customer Indemnity. The Transfer Agent shall not be responsible for, and the Customer shall indemnify and hold the Transfer Agent harmless from and against, any and all losses, claims, damages, costs, charges, counsel fees and expenses, payments, expenses and liability arising out of or attributable to:
Customer Indemnity. Customer shall indemnify, defend, and hold the Supplier harmless from any action brought by a third-party against the Supplier to the extent that it is proximately caused by an allegation that:
Customer Indemnity. Customer shall indemnify, defend and hold harmless Service Provider against any third party claims and/or fines that are based on: (i) Customer’s use of the Services to the extent in violation of the Usage Restrictions as stated in section 5.1 above; (ii) Customer`s breach of an applicable data protection law; or (iii) Customer`s Data and any other information or material uploaded or used together with the Services. Service Provider shall reasonably cooperate in the defense of such claim, if requested by Xxxxxxxx, where Customer will reimburse Service Provider’s reasonable out-of-pocket costs incurred in connection with such cooperation. Customer shall – if decided by Service Provider - have the sole authority to defend or settle the claim, provided such settlement does not involve any payment by Service Provider or admission of wrongdoing by Service Provider.
Customer Indemnity. Company shall indemnify, defend or settle any action, suit or proceeding brought against Customer alleging that the Software infringes any U.S. patent or copyright and shall pay any final judgments awarded or settlements entered into and agreed to by Company, provided that Customer gives prompt written notice to Company of any such action, suit or proceeding and gives Company the authority to proceed as contemplated herein. Company shall have the exclusive right to defend any such action, suit or proceeding and make settlements thereof at its own discretion, and Customer may not settle or compromise such action, suit or proceeding, except with the prior written consent of Company. Customer shall give such assistance, cooperation and information as Company may reasonably require to defend, settle or oppose any such action, suit or proceeding.
Customer Indemnity. Subject to Section 9.3, Xxxxxxxx agrees to defend and indemnify Arctic Wolf from any third-party claim or action brought against Arctic Wolf to the extent based on Customer’s alleged breach of Sections 5 or 8. Customer agrees to pay any settlements that Xxxxxxxx agrees to in a writing signed by an authorized officer of Customer, or final judgments awarded to the third-party claimant by a court of competent jurisdiction.
Customer Indemnity. Customer agrees to indemnify and hold LST and its officers, directors, agents, employees, successors and assigns harmless from and against any and all losses incurred by an Indemnified Party arising from any third party claim arising out of Customer’s misuse of any CViConnect Platform or Licensed Materials provided hereunder or arising out of Customer’s violation of any law or regulation, in connection with its use of the CViConnect Platform or Licensed Materials; provided, however, that (i) Customer is given prompt notice of any such claim, (ii) Customer has the right to control and direct the defense of such claim, and (iii) Customer fully cooperates with the Indemnified Party in such defense.
Customer Indemnity. Customer shall defend, indemnify and hold harmless the Critical Start Indemnified Parties from any Damages actually incurred or finally adjudicated as to any third party claim, action or allegation (i) that the Customer Data infringes a copyright or misappropriates any trade secrets enforceable in the country(ies) where the Customer Data is accessed, provided to or received by Critical Start or was improperly provided to Critical Start in violation of any individual’s rights, Customer’s privacy policies or applicable laws (or regulations promulgated thereunder), (ii) asserting that any action undertaken by Critical Start in connection with Critical Start’s performance under this Agreement violates law or the rights of a third party, including without limitation claims or allegations related to the decryption, analysis of, collection or transfer of data to Critical Start, (iii) by Customer Affiliates (other than Signing Customer Affiliate(s)) arising from or relating to the Services, and (iv) arising from a third party’s reliance on a Customer Report, any information therein or any other results or output of the Services. For the avoidance of doubt, Customer’s indemnity obligations in clause (ii) of this Section 18.2 shall not affect Customer’s rights or remedies under this Agreement.
Customer Indemnity. Customer will indemnify Graylog and, at its option, defend any action brought against Graylog to the extent that it is based upon a third party claim arising out of any Customer Application, or which result from Graylog’s compliance with Customer’s designs, specifications, or instructions, and will pay any costs, damages and reasonable attorneys' fees attributable to such claim that are awarded against Graylog.
Customer Indemnity. To the extent permitted by applicable law, Customer will defend and indemnify NEOGOV from and against any claim, demand, suit or proceeding made or brought against NEOGOV (i) by a third party alleging that any Customer Data infringes or misappropriates such third party's intellectual property rights, (ii) in connection with Customer’s violation of any applicable laws, or (iii) any claim or allegation by any third party resulting from or related to Customer’s or any of its Authorized User’s breach of Section 3 of this Agreement.
Customer Indemnity. Customer shall indemnify and hold harmless Heraeus, its affiliates and their respective officers, directors, employees and agents from and against any claims, losses, damages, liability and costs arising out of any claim, suit or action alleging (a) a breach by Customer of the Sales Agreement, or (b) personal injury or property damage arising from the use, operation, or failure to operate the Goods, except to the extent caused by the gross negligence or willful misconduct of Heraeus.
