INDEMNIFICATION BY ARCHIPELAGO Clause Samples

INDEMNIFICATION BY ARCHIPELAGO. Archipelago may, in its sole discretion, have Archipelago Subscribers execute Subscriber Agreements with Archipelago. Such Subscriber Agreements may include an indemnification in a form approved by TAL, in its reasonable business judgment, in favor of TAL for claims, demands, causes of action, debts or liabilities, including attorneys’ fees, arising out of the use of the Service by the Subscriber. In such cases in which Archipelago does not obtain a Subscriber Agreement containing such an indemnity, Archipelago, at its own expense, shall indemnify and hold harmless TAL and its Affiliates, and their respective directors, partners, officers, employees, shareholders and agents from and defend any action brought against same with respect to any claim, demand, cause of action, debt or liability, including attorneys’ fees, to the extent that it is based on a claim arising out of the use of the Service by the Subscriber, but such indemnity shall only apply to the extent that such claim is not due to TAL’s gross negligence or willful misconduct or to any obligation of TAL to indemnify Archipelago pursuant to Section 4.1.