Common use of Indemnification by Customer Clause in Contracts

Indemnification by Customer. Customer shall indemnify, defend and hold harmless AlayaCare, its affiliates, the Third Parties referred to in Section 3 and the suppliers contracted by AlayaCare to deliver all or part of the Services against any Claims made or brought against AlayaCare by a third party alleging, without limitation, personal injury, tort, medical malpractice, or other acts, errors, or omissions in the delivery of medical care or medical information or which otherwise arise out of, or are in any way connected with, Client Data, Customer’s and Customer’s Users’ access to or use of the Services in breach of this MSA or in breach of the intellectual property rights of any third party, Customer’s or Customer’s Users’ negligent or wrongful act(s), and/or Customer’s or Customer’s Users’ violation of relevant and/or applicable law (a "Claim Against AlayaCare"), and Customer shall indemnify, defend, and hold harmless AlayaCare from and against any and all losses, damages, expenses (including reasonable attorneys’ and expert fees) resulting therefrom, whether or not such Claims Against AlayaCare are foreseeable as of the Effective Date unless such Claims result from AlayaCare’s grossly negligent acts or omissions; provided that AlayaCare must: (a) promptly give Customer written notice of the Claim Against AlayaCare; (b) give Customer sole control of the defense and settlement of the Claim Against AlayaCare (provided that Customer may not settle any Claim Against AlayaCare unless the settlement unconditionally releases AlayaCare of all liability); and (c) provide to Customer at Customer’s expense all reasonable assistance.

Indemnification by Customer. (a) Subject to Section 7.2(b), Customer shall indemnifydefend, defend indemnify and hold harmless AlayaCare, its affiliates, the Third Parties referred to in Section 3 and the suppliers contracted by AlayaCare to deliver all or part of the Services against any Claims made or brought against AlayaCare by a third party alleging, without limitation, personal injury, tort, medical malpractice, or other acts, errors, or omissions in the delivery of medical care or medical information or which otherwise arise out of, or are in any way connected with, Client Data, Customer’s and Customer’s Users’ access to or use of the Services in breach of this MSA or in breach of the intellectual property rights of any third party, Customer’s or Customer’s Users’ negligent or wrongful act(s), and/or Customer’s or Customer’s Users’ violation of relevant and/or applicable law (a "Claim Against AlayaCare"), and Customer shall indemnify, defend, and hold harmless AlayaCare each Provider Indemnified Party from and against any and all lossesClaims incurred or asserted against such Provider Indemnified Party arising out of or otherwise in connection with this Agreement and/or Provider’s entry into any Energy Contract on behalf of Customer or the end-users in Customer’s territory, damagesincluding any Claims resulting from (i) the failure of Customer (or the end-users in its territory) to make payments with respect to an Energy Contract, expenses or (ii) a default by Provider under any Energy Contract entered into pursuant hereto that is the result of an act or omission of Customer. Customer’s obligations under this paragraph shall include all costs (including reasonable attorneys’ and expert but not limited to attorneys fees) resulting therefromincurred in performing the same. Provider may employ counsel at its own expense with respect to any claims or demands asserted or sought to be collected against it; provided, whether or if counsel is employed because Customer does not such Claims Against AlayaCare are foreseeable as assume control of the Effective Date unless such Claims result from AlayaCaredefense, Customer will bear the reasonable expenses of Provider’s grossly negligent acts or omissions; provided that AlayaCare must: (a) promptly give Customer written notice of the Claim Against AlayaCare; counsel. (b) give Notwithstanding anything to the contrary in the foregoing, Customer sole control shall not be required to defend, indemnify or hold harmless any Provider Indemnified Party from and against, and no Provider Indemnified Party shall be exculpated from, any Claims to the extent caused by or arising from the breach of this Agreement by Provider or the defense and settlement gross negligence, bad faith, recklessness or willful misconduct of the Claim Against AlayaCare (provided that Customer may not settle any Claim Against AlayaCare unless the settlement unconditionally releases AlayaCare of all liability); and (c) provide to Customer at Customer’s expense all reasonable assistancesuch Provider Indemnified Party.

Indemnification by Customer. Customer shall indemnifydefend, defend indemnify and hold harmless AlayaCareHathr and its respective officers, its affiliatesdirectors, the Third Parties referred to in Section 3 members, managers employees, and the suppliers contracted by AlayaCare to deliver all agents (together with Xxxxx, collectively “Hathr Indemnified Persons”) from any third party claims, liabilities, counterclaims, suits, demands, actions, damages, (including, but not limited to, any judgement, arbitration award or part court approved settlement and reasonable attorneys’ fees) or allegations arising out of the Services against any Claims made or brought against AlayaCare claim by a third party alleging, without limitation, personal injury, tort, medical malpractice, (i) that Customer Data infringe or other acts, errors, or omissions in the delivery misappropriate any Intellectual Property Rights of medical care or medical information or which otherwise arise out of, or are in any way connected with, Client Data, Customer’s and Customer’s Users’ access to or use of the Services in breach of this MSA or in breach of the intellectual property rights of any such third party, Customer’s or Customer’s Users’ negligent or wrongful act(s(ii) arising from the gross negligence (including breach of confidentiality obligations), willful misconduct or fraud of Customer and/or Customer’s its employees, directors, officers or Customer’s Users’ violation agents in the performance of relevant and/or their duties under this Agreement, or (iii) based upon any failure by Customer or its employees, directors, officers or agents to comply with applicable law (a "Claim Against AlayaCare")and regulations in the performance of their obligations under this Agreement; provided, and however, that Customer shall indemnifyobtain the express prior written approval of Hathr Indemnified Persons for any settlement that requires any specific performance or non-pecuniary remedy by Hathr Indemnified Persons, defendrequires the payment of any amount by Hathr Indemnified Persons or does not provide an unconditional release to Hathr Indemnified Persons, and hold harmless AlayaCare from and against further provided that Customer is promptly notified of any and all lossessuch claims, damages, expenses (including reasonable attorneys’ and expert fees) resulting therefrom, whether or not such Claims Against AlayaCare are foreseeable as of the Effective Date unless such Claims result from AlayaCare’s grossly negligent acts or omissions; provided that AlayaCare must: (a) promptly give Customer written notice of the Claim Against AlayaCare; (b) give Customer given sole control of over the defense and/or settlement thereof, and settlement of the Claim Against AlayaCare all reasonably requested assistance (provided that Customer may not settle any Claim Against AlayaCare unless the settlement unconditionally releases AlayaCare of all liability); and (c) provide to Customer at Customer’s expense all reasonable assistanceexpense) in connection therewith. Hathr may retain its own counsel, at its own expense, subject to Customer’s rights herein.

Indemnification by Customer. 17.1 Customer shall will defend, indemnify, defend and hold harmless AlayaCareCashfac and its Affiliates, its affiliates(including, the Third Parties referred to in Section 3 respective employees, officers, directors, suppliers, providers, licensors and the suppliers contracted by AlayaCare to deliver all or part of the Services agents (“Cashfac Indemnitees”) from and against any Claims claim, action, demand, suit or proceeding made or brought against AlayaCare Cashfac Indemnitees by a third party allegingalleging (i) that any Customer Data or Customer’s use of Customer Data with the Subscribed Services, without limitation, personal injury, tort, medical malpracticeinfringes or misappropriates such third party’s Intellectual Property Rights, or other acts(ii) arising from Customer’s use of the Subscribed Services in an unlawful manner or in violation of the Agreement, errorsthe Documentation, or omissions in the delivery of medical care or medical information or which otherwise arise out Order Form, and will indemnify Cashfac from any damages, losses, liabilities, costs and expenses (including any legal fees) awarded against Cashfac as a result of, or are for any amounts paid by Cashfac under a settlement approved by Customer in any way connected withwriting of, Client Data, Customer’s and Customer’s Users’ access to or use of the Services in breach of this MSA or in breach of the intellectual property rights of any third party, Customer’s or Customer’s Users’ negligent or wrongful act(s), and/or Customer’s or Customer’s Users’ violation of relevant and/or applicable law (a "Claim Against AlayaCare"), and Customer shall indemnify, defend, and hold harmless AlayaCare from and against any and all losses, damages, expenses (including reasonable attorneys’ and expert fees) resulting therefrom, whether or not such Claims Against AlayaCare are foreseeable as of the Effective Date unless such Claims result from AlayaCare’s grossly negligent acts or omissions; provided that AlayaCare must: Cashfac (a) promptly give gives Customer written notice of the Claim Against AlayaCare; such claim (b) give gives Customer sole control of the defense defence and settlement of the Claim Against AlayaCare claim (provided except that Customer may not settle any Claim Against AlayaCare claim against Cashfac unless the settlement it unconditionally releases AlayaCare Cashfac of all liability); , and (c) provide to gives Customer all reasonable assistance, at Customer’s expense expense. 18 Limitation of Liability 18.1 This clause 18 sets out the entire financial liability of Cashfac (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer: 18.1.1 arising under or in connection with this agreement; 18.1.2 in respect of any use made by the Customer of the Subscribed Services and Documentation or any part of them; and 18.1.3 in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement. 18.2 Except as expressly and specifically provided in this Agreement: 18.2.1 the Customer assumes sole responsibility for results obtained from the use of the Subscribed Services and the Documentation by the Customer, and for conclusions drawn from such use. Cashfac shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Cashfac by the Customer in connection with the Subscribed Services, or any actions taken by Cashfac at the Customer's direction; 18.2.2 all reasonable assistancewarranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and 18.2.3 the Subscribed Services and the Documentation are provided to the Customer on an "as is" basis. 18.3 Nothing in this Agreement excludes the liability of either Party for: 18.3.1 death or personal injury caused by the negligence of either Party, or its of- ficers, employees, contractors or agents; 18.3.2 fraud or fraudulent misrepresentation;

Indemnification by Customer. Customer shall indemnify, defend and hold harmless AlayaCareSupplier, its affiliates, the Third Parties referred to in Section 3 Supplier Affiliates and the suppliers contracted by AlayaCare to deliver all or part of the Services against any Claims made or brought against AlayaCare by a third party alleging, without limitation, personal injury, tort, medical malpractice, or other acts, errors, or omissions in the delivery of medical care or medical information or which otherwise arise out of, or are in any way connected with, Client Data, Customer’s and Customer’s Users’ access to or use of the Services in breach of this MSA or in breach of the intellectual property rights of any third party, Customer’s or Customer’s Users’ negligent or wrongful act(s), and/or Customer’s or Customer’s Users’ violation of relevant and/or applicable law (a "Claim Against AlayaCare"), and Customer shall indemnify, defend, and hold harmless AlayaCare their Indemnitees from and against any and all losses, damages, expenses (including reasonable attorneys’ and expert fees) resulting therefromLosses arising from claims by third parties, whether based in whole or not such Claims Against AlayaCare are foreseeable as in part in contract, tort, negligence, statute or otherwise, to the extent caused by any of the Effective Date unless such Claims result from AlayaCare’s grossly negligent acts or omissions; provided that AlayaCare must: following: (a) promptly give The failure of Customer written notice of the Claim Against AlayaCare; to perform any obligations under any license, lease or other agreement between Customer and a third party; (b) give The failure of Customer sole control to perform any obligations under any third-party license, lease or other agreement assigned by Supplier and assumed by Customer in connection with the expiration or termination of the defense and settlement of the Claim Against AlayaCare (this Agreement, provided that Customer may not settle any Claim Against AlayaCare unless this Section 13.3(b) shall apply only to Losses payable to such third party that are based on acts or omissions occurring during the settlement unconditionally releases AlayaCare period from and after the date of all liability); and such assumption; (c) provide Customer’s failure to obtain any Required Consents; provided, however, if the failure to obtain a Required Consent is an infringement or alleged infringement of intellectual property, this Section 13.3 shall not apply and Section 13.5 and Section 11.10 (Savings) shall constitute Customer’s sole and exclusive obligation and liability with respect to the failure to obtain such Required Consent; (d) Any third-party claim which arises in connection with the use by Customer of any Deliverable or Services provided by Supplier to Customer at under this Agreement, except to the extent covered by Supplier’s indemnity obligations under this Agreement; (e) Any breach of Customer’s expense all reasonable assistanceobligations hereunder with respect to Taxes; (f) The failure of Customer to comply with Customer Laws; or (g) Customer’s breach of any of its representations and warranties set forth in Sections 10.1(a) of this Agreement and Sections 9.2 and 9.3 of the Verizon Sublicense Agreement.

Indemnification by Customer. Customer shall indemnify, will defend DELIVERAIN and hold harmless AlayaCare, its affiliates, the Third Parties referred to in Section 3 and the suppliers contracted by AlayaCare to deliver all or part of the Services Affiliates against any Claims claim, demand, suit or proceeding made or brought against AlayaCare DELIVERAIN by a third party allegingalleging (a) that any Customer Data or Customer’s use of Customer Data with the Services, without limitation, personal injury, tort, medical malpractice(b) a NON- DELIVERAIN Application provided by Customer, or other acts(c) the combination of a NON-DELIVERAIN Application provided by Customer and used with the Services, errorsinfringes or misappropriates such third party’s intellectual property rights, or omissions in the delivery of medical care or medical information or which otherwise arise out of, or are in any way connected with, Client Data, arising from Customer’s and Customer’s Users’ access to or use of the Services or Content in breach of this MSA an unlawful manner or in breach violation of the intellectual property rights of any third partyAgreement, Customer’s the Documentation, or Customer’s Users’ negligent or wrongful act(s), and/or Customer’s or Customer’s Users’ violation of relevant and/or applicable law Order Form (each a "“Claim Against AlayaCare"DELIVERAIN”), and Customer shall indemnify, defend, and hold harmless AlayaCare will indemnify DELIVERAIN from and against any and all losses, damages, expenses (including reasonable attorneys’ attorney fees and expert fees) resulting therefromcosts finally awarded against DELIVERAIN as a result of, whether or not such Claims for any amounts paid by DELIVERAIN under a settlement approved by Customer in writing of, a Claim Against AlayaCare are foreseeable as of the Effective Date unless such Claims result from AlayaCare’s grossly negligent acts or omissions; DELIVERAIN, provided that AlayaCare must: DELIVERAIN (a) promptly give gives Customer written notice of the Claim Against AlayaCare; DELIVERAIN, (b) give gives Customer sole control of the defense and settlement of the Claim Against AlayaCare DELIVERAIN (provided except that Customer may not settle any Claim Against AlayaCare DELIVERAIN unless the settlement it unconditionally releases AlayaCare DELIVERAIN of all liability); , and (c) provide to gives Customer all reasonable assistance, at Customer’s expense all reasonable assistanceexpense. The above defense and indemnification obligations do not apply if a Claim Against DELIVERAIN arises from DELIVERAIN’s breach of this Agreement, the Documentation or applicable Order Forms.

Indemnification by Customer. Customer shall indemnifydefend Eyefinity and its Third-Party Vendors (each, defend and hold harmless AlayaCare, its affiliates, the Third Parties referred to in Section 3 and the suppliers contracted by AlayaCare to deliver all or part of the Services an “Eyefinity Indemnified Party”) against any Claims claim, demand, suit or proceeding made or brought against AlayaCare any Eyefinity Indemnified Party by a third party allegingarising out of: (i) the use or operation of the Products or Services by Customer and/or the Users, including without limitation, personal injuryany nonauthorized use of Customer’s logins; (ii) a breach of this Agreement or any of the Schedules attached hereto by Customer of any of Customer’s authorized Users; (iii) the accuracy, tortquality, medical malpracticeintegrity, legality, reliability or appropriateness of Customer data or any other actscontent or data introduced to the Products or Services by any User; (iv) violation of any applicable law, errorsrule or regulation by Customer or any of Customer’s Users; (v) the diagnosis or treatment of any of User’s patients and/or (vi) the negligent acts or willful misconduct of Customer or its personnel (individually or collectively, or omissions in the delivery of medical care or medical information or which otherwise arise out a “Claim Against Eyefinity”). Customer shall indemnify each Eyefinity Indemnified Party for any damages, attorney fees and costs finally awarded against such Eyefinity Indemnified Party as a result of, or are in for any way connected withamounts paid by such Eyefinity Indemnified Party under a court-approved settlement of, Client Data, Customer’s and Customer’s Users’ access to or use of the Services in breach of this MSA or in breach of the intellectual property rights of any third party, Customer’s or Customer’s Users’ negligent or wrongful act(s), and/or Customer’s or Customer’s Users’ violation of relevant and/or applicable law (a "Claim Against AlayaCare"), and Customer shall indemnify, defend, and hold harmless AlayaCare from and against any and all losses, damages, expenses (including reasonable attorneys’ and expert fees) resulting therefrom, whether or not such Claims Against AlayaCare are foreseeable as of the Effective Date unless such Claims result from AlayaCare’s grossly negligent acts or omissionsEyefinity; provided that AlayaCare must: such Eyefinity Indemnified Party (a) promptly give gives Customer written notice of the Claim Against AlayaCare; Eyefinity, (b) give gives Customer sole control of the defense and settlement of the Claim Against AlayaCare Eyefinity (provided that Customer may not settle or defend any Claim Against AlayaCare Eyefinity unless the settlement it unconditionally releases AlayaCare Eyefinity of all liability); , and (c) provide provides to Customer all reasonable assistance, at Customer’s expense all reasonable assistanceexpense.

Indemnification by Customer. Customer shall indemnify, will defend DMARCSAAS and hold harmless AlayaCare, its affiliates, the Third Parties referred to in Section 3 and the suppliers contracted by AlayaCare to deliver all or part of the Services Affiliates against any Claims claim, demand, suit or proceeding made or brought against AlayaCare DMARCSAAS by a third party allegingalleging (a) that any Customer Data or Customer’s use of Customer Data with the Services, without limitation, personal injury, tort, medical malpractice(b) a Non-DMARCSAAS Application provided by Customer, or other acts(c) the combination of a Non-DMARCSAAS Application provided by Customer and used with the Services, errorsinfringes or misappropriates such third party’s intellectual property rights, or omissions in the delivery of medical care or medical information or which otherwise arise out of, or are in any way connected with, Client Data, arising from Customer’s and Customer’s Users’ access to or use of the Services or Content in breach of this MSA an unlawful manner or in breach violation of the intellectual property rights of any third partyAgreement, Customer’s the Documentation, or Customer’s Users’ negligent or wrongful act(s), and/or Customer’s or Customer’s Users’ violation of relevant and/or applicable law Order Form (each a "“Claim Against AlayaCare"DMARCSAAS”), and Customer shall indemnify, defend, and hold harmless AlayaCare will indemnify DMARCSAAS from and against any and all losses, damages, expenses (including reasonable attorneys’ attorney fees and expert fees) resulting therefromcosts finally awarded against DMARCSAAS as a result of, whether or not such Claims for any amounts paid by DMARCSAAS under a settlement approved by Customer in writing of, a Claim Against AlayaCare are foreseeable as of the Effective Date unless such Claims result from AlayaCare’s grossly negligent acts or omissions; DMARCSAAS, provided that AlayaCare must: DMARCSAAS (a) promptly give gives Customer written notice of the Claim Against AlayaCare; DMARCSAAS, (b) give gives Customer sole control of the defense and settlement of the Claim Against AlayaCare DMARCSAAS (provided except that Customer may not settle any Claim Against AlayaCare DMARCSAAS unless the settlement it unconditionally releases AlayaCare DMARCSAAS of all liability); , and (c) provide to gives Customer all reasonable assistance, at Customer’s expense all reasonable assistanceexpense. The above defense and indemnification obligations do not apply if a Claim Against DMARCSAAS arises from DMARCSAAS’s breach of this Agreement, the Documentation or applicable Order Forms.

Indemnification by Customer. Customer shall indemnifywill defend NEXTEP, defend and hold harmless AlayaCareNEXTEP and its Affiliates harmless, its affiliates, the Third Parties referred to in Section 3 and the suppliers contracted by AlayaCare to deliver all or part of the Services against any Claims claim, demand, suit or proceeding made or brought against AlayaCare NEXTEP by a third party allegingarising out of (a) allegations that the Customer Data or Content infringes or misappropriates such third party’s intellectual property, without limitationprivacy or other proprietary rights or violates applicable law, personal injury(b) Customer’s failure to adhere to the restrictions set out in Section 3.4 of this Agreement or the external use obligations set out in Section 3.5 of this Agreement, tort, medical malpractice(c) Customer’s use of any Products or Content, or other acts, errors(d) any Third Party Access (as defined in Section 3.5 of this Agreement), or omissions in the delivery (e) a breach of medical care Customer’s representations, warranties, or medical information or which otherwise arise out obligations hereunder (a “Claim Against NEXTEP”), and will indemnify NEXTEP from any damages, reasonable outside attorney fees and costs finally awarded against NEXTEP as a result of, or are in for any way connected withamounts paid by NEXTEP under a Customer and court- approved settlement of, Client Data, Customer’s and Customer’s Users’ access to or use of the Services in breach of this MSA or in breach of the intellectual property rights of any third party, Customer’s or Customer’s Users’ negligent or wrongful act(s), and/or Customer’s or Customer’s Users’ violation of relevant and/or applicable law (a "Claim Against AlayaCare")NEXTEP, and Customer shall indemnify, defend, and hold harmless AlayaCare from and against any and all losses, damages, expenses provided NEXTEP (including reasonable attorneys’ and expert fees) resulting therefrom, whether or not such Claims Against AlayaCare are foreseeable as of the Effective Date unless such Claims result from AlayaCare’s grossly negligent acts or omissions; provided that AlayaCare must: (ai) promptly give gives Customer written notice of the Claim Against AlayaCare; NEXTEP (bprovided, however, that Customer shall not be excused from its indemnification obligations unless a delay in providing such notice impairs Customer’s ability to defend the Claim Against NEXTEP), (ii) give gives Customer sole control of the defense and settlement of the Claim Against AlayaCare NEXTEP (provided except that Customer may not settle any Claim Against AlayaCare NEXTEP unless the settlement it unconditionally releases AlayaCare NEXTEP of all liability); , and (ciii) provide to gives Customer all reasonable assistance, at Customer’s expense all reasonable assistanceexpense. The above defense and indemnification obligations do not apply to the extent a Claim Against NEXTEP arises from NEXTEP’s breach of this Agreement.

Indemnification by Customer. (a) Customer shall indemnify, defend and hold harmless AlayaCareAurum, its affiliatesofficers, the Third Parties referred to in Section 3 directors, shareholders, employees, agents and the suppliers contracted by AlayaCare to deliver all or part of the Services affiliates from and against any Claims made claims, losses, damages, liabilities or brought against AlayaCare by a third party allegingexpenses (including, without limitation, personal injuryreasonable attorneys' fees and expenses) (collectively, tort"Aurum Indemnified Claims") resulting from or arising out of (i) the use of (A) the Aurum System or any part thereof, medical malpracticeand (B) the Xxxx Payment Services by Customer, Customer's agents or any End User Customer, including, without limitation, any misrepresentations made by Customer with respect to the Aurum System or the Xxxx Payment Services; (ii) Customer's noncompliance or alleged noncompliance with the provisions of applicable law or regulation, or other acts, errors, or omissions in the delivery (iii) Customer's violation of medical care or medical information or which otherwise arise out of, or are in any way connected with, Client Data, Customer’s provision of any agreement between Customer and Customer’s Users’ access to or use of the Services in breach of this MSA or in breach of the intellectual property rights of any third party, Customer’s or Customer’s Users’ negligent or wrongful act(s), and/or Customer’s or Customer’s Users’ violation of relevant and/or applicable law (a "Claim Against AlayaCare"), and Customer shall indemnify, defend, and hold harmless AlayaCare from and against any and all losses, damages, expenses (including reasonable attorneys’ and expert fees) resulting therefrom, whether or not such Claims Against AlayaCare are foreseeable as of the Effective Date unless such Claims result from AlayaCare’s grossly negligent acts or omissions; provided that AlayaCare must: (a) promptly give Customer written notice of the Claim Against AlayaCare; . (b) give Aurum shall promptly notify Customer sole in writing and in reasonable detail of any Aurum Indemnified Claim. Customer shall have the authority to control of the defense and settlement of such Aurum Indemnified Claim, and Aurum shall give reasonable assistance to Customer to enable Customer to defend the Aurum Indemnified Claim. Aurum shall have the right, but not the obligation, to participate, at its own expense, with respect to any such Indemnified Claim. No such Aurum Indemnified Claim Against AlayaCare (provided shall be settled or compromised by Customer without the prior written consent of Aurum if such settlement or compromise in any manner indicates that Customer may not settle Aurum contributed to or was responsible for the cause of any Claim Against AlayaCare unless the such Aurum Indemnified Claim, or if such settlement unconditionally releases AlayaCare of all liability); and or compromise imposes any obligations upon Aurum or requires Aurum to take any action. (c) provide Customer shall not be liable for any Aurum Indemnified Claim under this Section 4.1 to the extent that such Aurum Indemnified Claim (i) is found in a final and binding arbitration award or a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of Aurum or (ii) is for any misrepresentations made by Customer with respect to the Aurum System or the Xxxx Payment Services, where such misrepresentation resulted from misrepresentations made to Customer at Customer’s expense all reasonable assistanceby Aurum or Processing Agent with respect to the Aurum System or the Xxxx Payment.