Common use of Guarantees and Indemnities Clause in Contracts

Guarantees and Indemnities. 10.1. The Client guarantees that: 10.1.1. it is fully entitled to upload the Images and that it has obtained any necessary consents with respect to any individual’s data protection and the protection of privacy; 10.1.2. the Images are correct, complete, unencumbered and not limited or restricted by, and do not infringe upon, any third parties’ rights, including IP Rights, and the use of the Images by Bright River is not in any other way unlawful in respect of third parties; 10.1.3. it will keep secure all Login details and any passwords, codes and related instructions provided by Bright River or used in relation with the Service; 10.1.4. it will never submit Images that: 10.1.4.1. are in any way discriminating, offensive and/or obscene; 10.1.4.2. contain violent or unlawful content; or 10.1.4.3. harm the interests and reputation of Bright River 10.1.5. it will not intentionally use or enable or demand any third party to use or enable viruses, Trojan horses, worms, bots, or other software which may cause damage to the Service, the Website, or any other technical aid which may render them inaccessible or which are intended to circumvent technical protective measures; 10.1.6. will not carry out activities which may impede the functionality of the Service; and 10.1.7. will not use applications that monitor the Service or that copy parts of them. 10.2. The Client shall indemnify Bright River and hold Bright River harmless from and against any and all costs (including reasonable legal fees) and damages incurred by Bright River as a result of: 10.2.1. any third party claim which is made against Bright River in connection with an (alleged) attributable breach by the Client of the guaranteed obligations under the Agreement; 10.2.2. any and all costs and damages which Bright River may incur as a result of the Client’s breach of the guarantees contained in clauses 10.1.1, 10.1.2, 10.1.3 and 10.1.4, or the Client’s unauthorized use of the Service. 10.3. Bright River guarantees to: 10.3.1. not intentionally include or build in or have included or built in the Material any i) viruses, Trojan horses, worms, bots or other harmful software or, ii) any commercial solicitation, chain letters, mass mailings, or any form of “spam”; 10.3.2. impose on the members of its Service Network: 10.3.2.1. the obligation with respect to IP Rights as per clause 7.3 of these Terms and Conditions; and 10.3.2.2. the confidentiality obligation as per clause 13.2 of these Terms and Conditions. 10.4. Bright River will indemnify the Client and shall hold the Client harmless for any and all costs (including reasonable legal fees) and damages incurred by the Client as a result of: 10.4.1. any third party claim which is made against the Client in connection with a breach by Bright River of the guarantees contained in clause 10.3 of these Terms and Conditions; or 10.4.2. the Client having had to initiate legal proceedings in order to obtain the IPRs of any Materials from any member of Bright River’s Service Network; 10.5. The indemnity obligations of both Parties under these Terms and Conditions are subject to the indemnified Party as soon as possible notifying the indemnifying Party of any such claims or proceedings.

Guarantees and Indemnities. 10.1. The Client guarantees that: 10.1.1. it is fully entitled to upload the Images and that it has obtained any necessary consents with respect to any individual’s data protection and the protection of privacy; 10.1.2. the Images are correct, complete, unencumbered and not limited or restricted by, and do not infringe upon, any third parties’ rights, including IP Rights, and the use of the Images by Bright River is not in any other way unlawful in respect of third parties; 10.1.3. it will keep secure all Login details and any passwords, codes and related instructions provided by Bright River or used in relation with the Service; 10.1.4. it will never submit Images that: 10.1.4.1. are in any way discriminating, offensive offensive and/or obscene; 10.1.4.2. contain violent or unlawful content; or 10.1.4.3. harm the interests and reputation of Bright River 10.1.5. it will not intentionally use or enable or demand any third party to use or enable viruses, Trojan horses, worms, bots, or other software which may cause damage to the Service, the Website, or any other technical aid which may render them inaccessible or which are intended to circumvent technical protective measures; 10.1.6. will not carry out activities which may impede the functionality of the Service; and 10.1.7. will not use applications that monitor the Service or that copy parts of them. 10.2. The Client shall indemnify Bright River and hold Bright River harmless from and against any and all costs (including reasonable legal fees) and damages incurred by Bright River as a result of: 10.2.1. any third party claim which is made against Bright River in connection with an (alleged) attributable breach by the Client of the guaranteed obligations under the Agreement; 10.2.2. any and all costs and damages which Bright River may incur as a result of the Client’s breach of the guarantees contained in clauses 10.1.1, 10.1.2, 10.1.3 and 10.1.4, or the Client’s unauthorized use of the Service. 10.3. Bright River guarantees to: 10.3.1. not intentionally include or build in or have included or built in the Material any i) viruses, Trojan horses, worms, bots or other harmful software or, ii) any commercial solicitation, chain letters, mass mailings, or any form of “spam”; 10.3.2. impose on the members of its Service Network: 10.3.2.1. the obligation with respect to IP Rights as per clause 7.3 of these Terms and Conditions; and 10.3.2.2. the confidentiality confidentiality obligation as per clause 13.2 of these Terms and Conditions. 10.4. Bright River will indemnify the Client and shall hold the Client harmless for any and all costs (including reasonable legal fees) and damages incurred by the Client as a result of: 10.4.1. any third party claim which is made against the Client in connection with a breach by Bright River of the guarantees contained in clause 10.3 of these Terms and Conditions; or 10.4.2. the Client having had to initiate legal proceedings in order to obtain the IPRs of any Materials from any member of Bright River’s Service Network; 10.5. The indemnity obligations of both Parties under these Terms and Conditions are subject to the indemnified indemnified Party as soon as possible notifying the indemnifying Party of any such claims or proceedings.