Indemnification by MicroStrategy. We will defend you (and your Affiliates, directors, officers, employees and agents), at our expense, from Claims and will indemnify and hold you (and your Affiliates, directors, officers, employees and agents) harmless against Losses incurred by you in connection with such third party Claims, but solely to the extent such third party Claims arise from an allegation that your use of the MicroStrategy Products as contemplated hereunder infringes a third party’s intellectual property rights, or death, bodily harm, or damage to tangible personal property due to our personnel's gross negligence or willful misconduct in providing Services on your premises to you. However, we will have no indemnification obligations to you if the Claim or Loss arises from (i) any access, use, reproduction, distribution or modification of any MicroStrategy Product in a manner not authorized under the Agreement or in violation of law; (ii) our use of materials or data (including Customer Data) provided by you or a third party in the manner permitted under the Agreement; (iii) your use of the MicroStrategy Products in combination with any other product or service not provided by us; (iv) your use of a prior version of the MicroStrategy Products; and (v) your use of any Evaluation Product.
Indemnification by MicroStrategy. We will defend you (and your Affiliates, directors, officers, employees and agents), at our expense, from Claims and will indemnify and hold you (and your Affiliates, directors, officers, employees and agents) harmless against Losses incurred by you in connection with such third party Claims, but solely to the extent such third party Claims arise from an allegation that your use of the MicroStrategy Products as contemplated hereunder infringes a third party’s intellectual property rights, or death, bodily harm, or damage to tangible personal property due to our personnel's gross negligence or willful misconduct in providing Services on your premises to you. However, we will have no indemnification obligations to you if the Claim or Loss arises from (i) any access, use, reproduction, distribution or modification of any MicroStrategy Product in a manner not authorized under the Agreement or in violation of law; (ii) our use of materials or data (including Customer Data) provided by you or a third party in the manner permitted under the 7. 赔偿 a. 由 MicroStrategy 赔偿。我们将自担费用就索赔为您 （以及您的关联方、董事、高管、员工和代理人）辩护、并就您因该等第三方索赔而遭受的损失向您 （以及您的关联方、董事、高管、员工和代理人）赔偿并使您（以及您的关联方、董事、高管、员工和代理人）免受损害，但前提是该等第三方索赔基于以下原因而产生： 对您使用本协议项下的 MicroStrategy 产品侵犯了第三方知识产权的指控，或因我们的人员在您的场所向您提供服务过程中的重大过失或故意不当行为导致的死亡、人身伤害或有形动产损害。但如果前述索赔或损失由于以下事项引起，则我们将不向您承担赔偿义务：（i）以未经本协议授权或违反法律的方式访问、使用、复制、分发或修改任何 MicroStrategy 产品；（ii）我们以本协议允许的方式使用您或第三方提供的材料或数据 （包括客户数据）；（iii）您结合非由我们提供的其他产品或服务使用 MicroStrategy 产品；（iv）您使用
Indemnification by MicroStrategy. Exchange may require, as a condition to including any Registration Shares of MicroStrategy in any registration statement filed pursuant to Section 5.01 or 5.02, that Exchange shall have received an undertaking satisfactory to it from MicroStrategy to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 5.03) Exchange, each director of Exchange, each officer of Exchange signing such Registration Statement, each Person who participates as an underwriter in the offering or sale of such Registration Shares and each other Person, if any, who controls Exchange or any such underwriter within the meaning of Section 15 of the Securities Act with respect to any untrue statement or alleged untrue statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein or any amendment or supplement thereto, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information about MicroStrategy furnished to Exchange through an instrument duly executed by MicroStrategy specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided, however, that the liabilities of MicroStrategy hereunder shall be limited to an amount equal the net proceeds to MicroStrategy and its permitted assignees from the Registration Shares sold in connection with any such registration statement. Such indemnity shall remain in full force and effect, regardless of any investigation made by or an behalf of Exchange or any such director, officer or controlling Person and shall survive the Transfer by MicroStrategy of the Registration Shares being registered.
Indemnification by MicroStrategy. MicroStrategy shall indemnify Xxxxx.xxx in respect of, and hold Xxxxx.xxx harmless against, any and all losses, debts, obligations and other liabilities, monetary damages, fines, penalties, costs and expenses (including reasonable attorneys’ fee and expenses) (collectively, “Damages”) incurred or suffered by Xxxxx.xxx or any Affiliate thereof, arising from (i) the gross negligence, bad faith or intentional misconduct of MicroStrategy in connection with the provision of any Services, or (ii) the material breach by MicroStrategy of any of its obligations hereunder.
