Indemniffication. An Ambassador or Influencer shall indemnify Xxxxx Xxxxx for any and all costs, expenses, consumer reimbursements, fines, sanctions, damages, settlements or payments of any other nature that Xxxxx Xxxxx incurs resulting from or relating to any act or omission by the Ambassador or Influencer that is illegal, fraudulent, deceptive, negligent, unethical, or in violation of the Agreement. Xxxxx Xxxxx may elect to exercise its indemnification rights through withholding any compensation due the Ambassador or Influencer. This right of setoff shall not constitute Xxxxx Xxxxx’x exclusive means of recovering or collecting funds due Xxxxx Xxxxx pursuant to its right to indemnification.
Indemniffication. Unless prohibited by applicable law, you will defend and indemnify Fractal, and its affiliates, directors, officers, employees, and Users, against all liabilities, damages, losses, costs, fees (including legal fees), and expenses, including all damages Fractal may incur relating to any allegation or third-party legal proceeding to the extent it arises from your misuse of the Services or your violation of these Terms.
Indemniffication. Client agrees at all times to defend, fully indemnify and hold Company and any affiliates, agents, team members or other party associated with Company harmless from any causes of action, damages, losses, costs, expenses incurred as a result of Client’s use of Program, as well as any third-party claims of any kind (including attorney’s fees) arising from his/her actions as a direct or indirect result of Client’s participation in Program. Should Company be required to defend themselves in any action directly or indirectly involving Client, or an action where we decide Client’s participation or assistance would benefit Company’s defense, Client agrees to participate and provide any evidence, documents, testimony, or other information deemed useful by Company, free of charge.
Indemniffication. (a) Subject to 11.4(b), we agree that we shall, upon written request, defend, hold harmless and indemnify you, and your directors, officers, and employees, from any third party claims, demands, and legal proceedings (including actions by government authorities) and all resulting liabilities judgments, settlements, expenses, and costs (including reasonable attorney’s fees) (each, a “Claim”) arising out of or related to: (I) infringement of third party Intellectual Property solely to the extent that such Intellectual Property infringement arises due to any act or omission by us without contribution from you; (II) breaches of Section 8; and (III) any act or omission constituting gross negligence or willful misconduct by us in the performance of the Purchased Services. In the event of a Claim against you with respect to (I), or if we reasonably believe the Services may infringe the a third party’s Intellectual Property, we may in our sole discretion:
(i) so far as reasonably practicable, modify the Purchased Services so that they no longer so infringe, subject to and without limiting Section 3.5;
(ii) obtain a license for your continued use of the Purchased Services in accordance with this Agreement; or
(iii) terminate this Agreement upon 30 days’ written notice and refund to you any prepaid fees covering the remainder of the term after the effective date of termination.
(b) Notwithstanding anything to the contrary in this Agreement our total aggregate liability for any one or more Claims under Section 11.4(a) above, whether in respect of a single act or omission or a series thereof, shall not exceed an amount equal to 2x the Fees paid by you for the applicable Purchased Services during the 12 month period immediately preceding the date of the first Claim made against you.
(c) You agree that you shall upon written request, defend, hold harmless and indemnify us, our suppliers, affiliates, licensors, and the directors, officers, employees and agents of any of them, from any Claim arising out of or related to: (I) breaches by you or your Users of Sections 3.2, 3.3, 8, 9, 10, 12.1 and 12.13; and (II) any act or omission constituting you or your Users gross negligence or willful misconduct.
(d) The obligations on any indemnifying party set forth above in this Section are subject to: (a) Prompt written notice of any Claim, actual or alleged, is provided to the indemnifying party; (b) absolute control of the defense and settlement of the Claim is given to the indemnifyi...
Indemniffication. You agree to indemnify, defend and hold Xxxxxx Xxxxxxx | Fitness Coach, and our partners, employees, and affiliates, harmless from any liability, loss, claim and expense, including reasonable attorney's fees, related to your violation of this Agreement or use of the Site.
Indemniffication. 13.1 The Processor agrees to indemnify, keep indemnified and defend at its own expense the Controller against all reasonable costs, claims, damages or expenses incurred by the Controller or for which the Controller may become liable due to any failure by the Processor or its employees to comply with any of its obligations under this Agreement and/or the Data Protection Legislation.
Indemniffication. You agree to indemnify, defend and hold harmless IVida Hydration & Wellness, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorney's fees) relating to or arising out of your use of or inability to use the Site or services, any user postings made by you, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. IVida Hydration & Wellness reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with IVida Hydration & Wellness in asserting any available defenses. In the event the parties are not able to resolve any dispute between them arising out of or concerning these Terms and Conditions, or any provisions hereof, whether in contract, tort, or otherwise at law or in equity for damages or any other relief, then such dispute shall be resolved only by final and binding arbitration pursuant to the Federal Arbitration Act, conducted by a single neutral arbitrator and administered by the American Arbitration Association, or a similar arbitration service selected by the parties, in a location mutually agreed upon by the parties. The arbitrator's award shall be final, and judgment may be entered upon it in any court having jurisdiction. In the event that any legal or equitable action, proceeding or arbitration arises out of or concerns these Terms and Conditions, the prevailing party shall be entitled to recover its costs and reasonable attorney's fees. The parties agree to arbitrate all disputes and claims in regards to these Terms and Conditions or any disputes arising as a result of these Terms and Conditions, whether directly or indirectly, including Tort claims that are a result of these Terms and Conditions. The parties agree that the Federal Arbitration Act governs the interpretation and enforcement of this provision. The entire dispute, including the scope and enforceability of this arbitration provision shall be determined by the Arbitrator. This arbitration provision shall survive the termination of these Terms and Conditions. Any arbitration under these Terms and Conditions will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST TH...
Indemniffication. 14.1. Neither WeTrade nor any of its affiliates, officers, directors, managers, employees or agents shall be liable for any loss, damage or debt to the Client arising directly or indirectly out of or in connection with this Agreement or any Transaction, except in the event of fraud, gross negligence or wilful misconduct on the part of WeTrade, its affiliates, officers, directors, managers, employees or agents.
14.2. The Client agrees to indemnify and hold WeTrade, and XxXxxxx’s affiliates, officers, directors, managers, employees, agents, successors and assigns (“Indemnified Persons”), harmless from and against any and all liabilities, losses, damages, costs and expenses (including reasonable attorney's fees) incurred by the Indemnified Persons and each of them arising out of the Client's failure to comply with any and all of its obligations set forth in this Agreement and/or WeTrade’s enforcement against the Client of any and all of its rights under this Agreement.
14.3. The Client acknowledges and agrees that any oral information given to the Client concerning the Account, if given, may be unverified and incomplete and that any reliance on such information is at the Client's sole risk and responsibility. WeTrade makes no warranty, express or implied, that any pricing or other information provided by it, through the Trading Platform or otherwise is correct or reflects current market conditions. Furthermore, WeTrade does not make any warranty or guarantee with respect to the Trading Platform and/or its content, including but not limited to, warranties for merchantability or fitness for a particular purpose. If a quoting error (known to the Client or of which the Client should reasonably have been aware) occurs or due to a computer or system malfunction, WeTrade will not be liable for any resulting errors in the Client’s Account balances. WeTrade reserves the right to make such corrections or adjustments to the Account involved in any such error as it considers appropriate in its discretion. Any dispute arising from such quoting errors will be resolved based on the fair market value of the underlying product at the time the error was made.
14.4. WeTrade shall not be liable to the Client for any loss, damage or cost of any nature incurred by the Client directly or indirectly by any cause beyond WeTrade’s control, including without limitation, due to WeTrade inability to perform any Transaction or the improper or partial performance of any Transaction due to technical r...
Indemniffication. You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Website, including, but not limited to, any use of the Website’s content, services, and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Website.
Indemniffication. You agree to indemnify, defend and hold harmless Superhuman, its licensors, suppliers, and their respective directors, officers, employees, agents, affiliates, successors and assigns, from and against any and all claims, damages, losses, costs (including reasonable attorneys' fees) and other expenses that arise from your use of our platform, the services, Your Superhuman services or other content, from your breach of these Terms, or from any data or communications you submit, post or transmit to or through our platform. You agree to cooperate as reasonably required in the defense of any such claim. Superhuman reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification under this section and, in any event, you agree not to settle any such matter without the prior written consent of Superhuman.
