Customer’s Indemnification. Customer will indemnify, defend and hold Questionmark, its licensors and each such party's parent organizations, subsidiaries, Affiliates, officers, directors, employees, attorneys and agents (the “Questionmark Indemnified Parties”), harmless from and against any and all third party claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) (collectively, “Losses”) to the extent arising out of or in connection with (i) Customer’s use of, or the Customer Data used in connection with, the Services (including processing by Questionmark in accordance with this Agreement) and any decisions taken by Customer relating to Users, other than to the extent due to reasons for which Questionmark is providing indemnification in Section 11.2, and (ii) infringement or misappropriation of a patent, copyright, trademark or other similar intellectual property or ownership right of a third party resulting from combination of the Services with Customer Data or any other products, services, or business process(s) used, provided, licensed, or owned by Customer, that would not have occurred but for such combination.
Customer’s Indemnification. Customer will defend Supplier, or Our licensor, Genesys, and its Affiliates from and against any claims: (i) alleging that Customer’s content, Customer Data, methods or processes of doing or conducting business infringes or misappropriates a third party’s intellectual property rights, (ii) arising from Customer’s noncompliance with Section 3.1 (Proprietary Rights) or Section 3.2 (Use Restrictions), or (iii) arising under Section 7.4 (General Exclusions), and will indemnify Genesys and its Affiliates from any damages finally awarded with respect to such claims.
Customer’s Indemnification. Subject to Section 8.3 (Requirements of Indemnification), Customer indemnifies, defends and holds harmless ChannelAdvisor and its Representatives from and against all obligations, actions, suits, claims, demands, settlements, judgments, damages, losses, liabilities, costs and expenses (including reasonable attorney’s fees), of whatever type or nature incurred by ChannelAdvisor by reason of a third party claim or assertion (“Claim”) brought against ChannelAdvisor and its Representatives arising out of or related to: (a) Customer’s failure to comply with or breach of Sections 2.4 and 3.0 of this Agreement, (b) Customer products listed, supplied or sold using the Services including without limitation Intellectual Property infringement claims and product liability claims, Customer Marks, ad content, and Product Information, (c) any gross negligence or willful misconduct of Customer or its employees or agents related to Customer’s performance of its obligations under the Agreement, and (d) misappropriation or fraud related to buyer information (personal or otherwise) or buyer funds.
Customer’s Indemnification. CUSTOMER shall indemnify, defend, and hold SANMINA-SCI and SANMINA-SCI's affiliates, shareholders, directors, officers, employees, contractors, agents and other representatives (the "SANMINA-SCI-Indemnified Parties") harmless from all third party Claims (i) based upon personal injury or death or injury to property to the extent any of the foregoing is proximately caused either by a defective Product, by the negligent or willful acts or omissions of CUSTOMER or its officers, employees, subcontractors or agents and/or (ii) arising from or relating to any actual or alleged infringement or misappropriation of any patent, trademark, mask work, copyright, trade secret or any actual or alleged violation of any other intellectual property rights arising from or in connection with any Customer-Furnished Items, except to the extent that such infringement exists as a result of use by CUSTOMER of SANMINA-SCI's manufacturing or SANMINA-SCI-furnished items, which are items used by SANMINA-SCI in its manufacturing processes excluding Components.
Customer’s Indemnification. (a) Subject to the indemnification procedures set forth in Article 24.4 (Indemnification Procedures), Customer shall indemnify, defend, and hold harmless Contractor and its Affiliates and their respective Associates from any and all Losses arising from, in connection with, or based on any allegations made by third parties (including Consultants and agents of Contractor, any Subcontractor, or Customer but not any employee, officer, or director of Contractor) regarding any of the following:
Customer’s Indemnification. Subject to Section 8.3 (Requirements of Indemnification), Customer indemnifies, defends and holds harmless ChannelAdvisor and its Representatives from and against all Claims brought against ChannelAdvisor and its Representatives arising out of or related to: (a) Customer’s failure to comply with or breach of Sections 2.4 and 3.0 of this Agreement, (b) Customer products listed, supplied or sold using the Services including without limitation Merchant Initiated Actions (as defined in Section 9.0 below), Intellectual Property infringement claims and product liability claims, Customer Marks, ad content, and Product Information, and (c) any gross negligence or willful misconduct of Customer related to Customer’s performance of its obligations under the Agreement.
Customer’s Indemnification. Customer agrees to indemnify, defend and hold Provider harmless from and against all third party claims, losses, liabilities, costs and expenses arising out of or related to the use of the Service by the Customer, or attributable to Customer’s breach of this Agreement, provided that Provider gives Customer prompt written notice of any such claim.
Customer’s Indemnification. Customer will defend Supplier, or its licensor, Genesys, and its Affiliates, from and against any third party claims alleging that Customer’s content, Customer Data, methods or processes of doing or conducting business, or customizations (other than those undertaken and performed by Genesys) infringe or misappropriate a third party’s intellectual property rights, and will indemnify Supplier, or its licensor, Genesys, and its Affiliates, from any damages finally awarded, and pay for any settlements agreed to by Customer, with respect to such claims.
Customer’s Indemnification. 40.1. Customer shall indemnify, defend and hold harmless VM and its officers, directors, agents, employees, contractors, suppliers, successors and assigns (each a “VM Party”) from and against any and all third party claims, damages, losses, liabilities, suits, actions, demands, proceedings (w hether legal or administrative), judgments, and costs and expenses (including reasonable attorneys’ fees and expenses) incurred by any VM Party arising out of, or directly or indirectly relating to (a) the gross negligence or w ilful misconduct of Customer, its officers, directors, employees, agents, contractors, successors or assigns (each a “Customer Party”) in the performance of the Agreement for the Provision of Services (in respect of the DDoS Mitigation Service); and (b) any Customer Party’s breach of the Agreement for the Provision of Services (in respect of the DDoS Mitigation Service); (c) VM’s discontinuance or suspension of performance of and/or access to the DDoS Mitigation Service or termination of the Agreement for the Provision of Services for (i) non-payment or repeated late payment of the fees by Customer; or (ii) Customer’s breach or alleged breach of the Agreement for the Provision of Services; (d) Customer’s breach or alleged breach of the Agreement for the Provision of Services; (e) any Customer Party’s know ing failure to comply w ith the Acceptable Use Policy; (f) action taken, or in action, by either VM in connection w ith the Acceptable Use Policy; and (g) use or failure of Customer’s services.
Customer’s Indemnification. Customer will (i) defend, at Customer’s expense, any Claim against Genesys, its Affiliates or any of their respective employees or agents (A) related to any information, content, specifications or materials provided by or on behalf of Customer or its Affiliates for use in connection with the Professional Services, (B) that any of Customer’s data, methods or processes of doing or conducting business infringe any third party’s Intellectual Property Rights, or (C) related to the death, personal injury or damage to tangible personal property resulting from the willful misconduct or gross negligence of Customer’s employees or representatives, and (ii) indemnify and hold harmless Genesys, its Affiliates and their respective employees and agents from and against any amounts awarded in a final judgment with respect to, or payable in settlement of, any such Claim.
