Customer’s Indemnification Obligation. Subject to the terms and conditions set forth in this Section 7.1, Customer shall, at its own expense, defend insightsoftware and its Affiliates, officers, directors, shareholders, and employees (collectively, “insightsoftware Indemnitees”) from and against any and all allegations, threats, claims, suits, and proceedings brought by third parties (collectively, “Claims”) arising from Customer’s Unauthorized Use of the Software or from Customer Content; and shall indemnify insightsoftware Indemnitees from and against liability, damages, and costs finally awarded or entered into in settlement (including, without limitation, reasonable attorneys’ fees) (collectively, “Losses”) to the extent based upon such a Claim. The foregoing indemnification obligations apply only if each of the following conditions are met: insightsoftware (i) gives Customer prompt written notice of such Claim, (ii) grants Customer sole control of the defense or settlement of such Claim, and (iii) reasonably cooperates with Customer, at Customer’s expense, in its defense or settlement of the Claim. insightsoftware may appear (at insightsoftware’s own expense) through counsel reasonably acceptable to Customer (subject to 7.1(ii)). Any settlement of a Claim will not include a financial or specific performance obligation on, or admission of liability by insightsoftware.
Customer’s Indemnification Obligation. Subject to the terms and conditions set forth in this Section 7.1, Customer shall, at its own expense, defend insightsoftware and its Affiliates, officers, directors, shareholders, and employees (collectively, “insightsoftware Indemnitees”) from and against any and all allegations, threats, claims, suits, and proceedings brought by third parties (collectively, “Claims”) arising from liability, damages, and costs finally awarded or entered into in settlement (including, without limitation, reasonable attorneys’ fees) (collectively, “Losses”) arising from an allegation that Customer’s Unauthorized Use of the Software or any Customer Content or materials infringe or violate the contractual, privacy or intellectual property rights of a third party; and shall indemnify insightsoftware Indemnitees from and against Losses to the extent based upon such a Claim. The foregoing indemnification obligations apply only if each of the following conditions are met: insightsoftware (i) gives Customer prompt written notice of such Claim, (ii) grants Customer sole control of the defense or settlement of such Claim, and (iii) reasonably cooperates with Customer, at Customer’s expense, in its defense or settlement of the Claim.
Customer’s Indemnification Obligation. At its own cost, Customer shall indemnify and defend BlueCat, its Affiliates and their licensors against any and all third party claims or demands related to (a) Customer’s or any Authorized User’s alleged or actual access to and/or use of the BlueCat Offerings; (b) Customer Data; (c) unauthorized disclosure or exposure of personal data belonging to or under the control or custody of Customer; or (d) breach of Customer’s obligations set out in Section 2, Section 3, or Section 4 of this Agreement. The foregoing indemnification obligations apply provided that (i) BlueCat has promptly notified Customer of such claim and Customer is not prejudiced by any delay by BlueCat; (ii) Customer shall have full control over the defense of the claim, provided that any settlement or resolution entered into by Customer shall not require any admission of liability or any payment by BlueCat; (iii) BlueCat has not made any admission against Customer’s interests or has not agreed to any settlement of any claim or demand without Customer’s consent; and (iv) BlueCat shall cooperate with Customer in the defense of the claim, at Customer’s expense.
Customer’s Indemnification Obligation. I understand and agree that I am required to indemnify you and hold you harmless against any and all claims, actions, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees and expenses arising from my use of the Services and/or breach of this Disclosure and Agreement. I understand and agree that this paragraph shall survive the termination of this Agreement. I understand and agree that I am required to indemnify your technology partners, including but not limited to Intuit, Inc. (Intuit) and Vertifi Software, LLC (Vertifi), and hold harmless Intuit, its affiliates, officers, employees and agents, as well as Vertifi, its affiliates, officers, employees, and agents, from and against any third party claims, suits, proceedings, actions or demands, including claims of another financial institution, business entity or governmental authority, and all losses, liabilities, damages, fines, penalties, costs and expenses, including court costs and reasonable attorney fees and expenses, arising from such claims, to the extent such claim is related to financial institution or End User’s use of the Services, Vertifi or Intuit Applications, unless such claim directly results from an action or omission made by Intuit or Vertifi in bad faith. I understand and agree that this paragraph shall survive the termination of this Agreement.
Customer’s Indemnification Obligation. Customer shall defend, indemnify and hold Flextronics, its affiliated companies, officers, directors, employees, and agents (“Flextronics Indemnified Parties”) harmless from any obligations, costs, claims, judgments, losses, expenses and liabilities (including without limitation, reasonable attorneys fees, duties, taxes, fines, penalties, imposts, levies, deposits and outlays of any nature levied by any authority in relation to the Goods) incurred in connection with any claim or alleged claim by any third party arising as a result of (i) Flextronics acting in accordance with the Customer’s instructions; (ii) Customer’s breach of any warranty contained in this Agreement; or (iii) Customer’s negligence or willful misconduct.
Customer’s Indemnification Obligation. Customer shall, at its sole expense, indemnify, defend and hold harmless Iron Bow and its subsidiaries, respective officers, directors, employees, agents, successors, subcontractors, suppliers and assigns, (collectively and individually, the “Indemnified Parties”) from and against any and all claims, losses, damages, injury, liability, expenses of whatever form or nature and costs, including but not limited to reasonable attorneys' fees and court costs, resulting from, arising out of, or in any way connected with this Agreement, whether or not caused or contributed to by Iron Bow based upon: (i) Customer’s use of the products covered by the Services or harm caused thereby; (ii) any negligence or alleged negligence or other tortious conduct on the part of Customer or Customer’s agents, invitees, employees, contractors, subcontractors, officers, directors, and/or end users; (iii) an allegation that any of the Services or covered product, or portion thereof, infringes or constitutes wrongful use of any patent, copyright, trademark, trade secret or other proprietary right of any third party due to the manner in which Customer deployed, utilized, or combined the Services or covered product with other products, services, and/or software that was not approved by Iron Bow in writing; (iv) representations or statements about Iron Bow and/or any of its products or services not specifically authorized by Iron Bow herein or otherwise in writing; (v) alterations of a covered product, pre-configured security setting or other service element not clearly intended to be modified by Customer; and (vi) violation of any applicable law, regulation, or order; (vii) breach of any term or condition contained in this Agreement or any applicable Supplemental Document; (viii) any and all regulatory fees that apply to the provision of services to Customers; (ix) Customer’s breach of any data privacy and security obligations.
Customer’s Indemnification Obligation. Customer shall indemnify, hold harmless, and defend MOBICHORD and its subcontractors and their respective officers, directors, managers, members, employees, and agents from and against any and all third party liability, loss, damage, claim, cause of action, and expense (including reasonable attorneys’ fees), to the extent caused, directly or indirectly, by or as a result of: (a) the performance or non-performance of services to third parties by Customer or its affiliates or their respective officers, directors, managers, members, employees, and agents; (b) the negligent acts or omissions or the intentional misconduct of Customer, any of its shareholders, employees or any of its officers, directors, managers, members, employees, agents and providers; or (c) any breach of this Agreement.
Customer’s Indemnification Obligation. Customer will defend, indemnify, and hold Dakota harmless from and against any claims that may arise out of, be related to or connected with the Customer Content, Customer’s or its Authorized Users’ violation or breach of Sections 2.3 or 4.6.2 of this Agreement, or any claim that Customer’s or its Authorized Users’ use of the Services in violation of this Agreement infringes or violates the intellectual property rights of a third party.
Customer’s Indemnification Obligation. Customer will defend, indemnify, and hold Xxxxxx harmless from and against any claims that may arise out of, be related to or connected with the Customer Content, Customer’s or its Authorized Users’ violation or breach of Sections 2.3 or 4.6.2 of this Agreement, or any claim that Customer’s or its Authorized Users’ use of the Services in violation of this Agreement infringes or violates the intellectual property rights of a third party.
Customer’s Indemnification Obligation. Customer will defend, indemnify, and hold harmless SISW, and its officers, directors, employees, and agents, against any third-party claim, loss, damage, settlement, cost, expense, or other liability including attorneys‘ fees (“Claim“) arising from or related to (i) Customer Data; (ii) Customer’s Transaction including Customer’s marketing activities, offer, sale, refund cancellation, or return; (iii) Customer’s taxes and duties or the collection, payment, or failure to collect or pay Customer’s taxes or duties, or Customer’s failure to meet tax registration obligations or duties; (iv) noncompliance with export control regulations by Customer; or (v) Customer’s actual or alleged breach of any representations.
