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.
Appears in 3 contracts
Samples: Master Agreement, Master Agreement, Master Agreement
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 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.
Appears in 1 contract
Samples: Master Agreement
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 Software Product and Cloud Services Offerings; (b) Customer Data; (c) unauthorized disclosure or exposure of personal data belonging to or under the control or custody of CustomerPersonal Data; or (d) breach of Customer’s obligations set out in Section Article 2, Section Article 3, or Section Article 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.
Appears in 1 contract
Samples: Master Agreement