Indemnification by User Sample Clauses
The "Indemnification by User" clause requires the user to compensate and protect the service provider or company from any losses, damages, or legal claims that arise due to the user's actions or misuse of the service. Typically, this means if a user violates laws, infringes on third-party rights, or breaches the agreement, they are responsible for covering any resulting costs, including legal fees. This clause serves to allocate risk by ensuring that the company is not held liable for the user's wrongful conduct, thereby protecting the company from financial and legal exposure caused by users.
Indemnification by User. User agrees to indemnify and hold harmless Exchange, its owners, subsidiaries, affiliates, officers, directors, employees, agents, and any related persons and entities, from and against all expenses and costs and damages (including any reasonable legal fees and expenses), direct, consequential, and/or incidental in nature, claims, demands, proceedings, suits, and actions, and all liabilities resulting from, in connection with, or arising out of any failure by User, for any reason, fraudulent, negligent or otherwise, to comply with its obligations under this agreement and for any loss or claim which may arise from a claim that one or more trades or orders in securities placed by User with Exchange were in violation of any state or federal securities law or Exchange Rules unless such expenses, costs, damages, claims, demands, proceedings, suits, actions, or liabilities arise from Exchange’s willful misconduct, fraud or breach of Exchange’s obligations under this Agreement.
Indemnification by User. User must indemnify, defend, and hold Owner, its Affiliates, and its respective representatives, officers, directors, stockholders, employees, and agents harmless from all liability, claims, demands, causes of action, judgments, damages, and expenses (including reasonable attorneys’ and experts’ fee and costs) arising out of or as a result from User’s or its sub-licensees’ use of the Licensed IP other than any third party claims covered by this Agreement. User will not be obligated to defend or hold harmless Owner in the event that any claims, demands, causes of action, judgments, or expenses arose out of willful misconduct, gross negligence, or bad faith by Owner.
Indemnification by User. User agrees to indemnify and hold harmless the Exchange, its owners, subsidiaries, and affiliates, its and their respective officers, directors, employees, and agents, and any related persons and entities, from and against all expenses and costs and damages (including any reasonable legal fees and expenses), direct, consequential, and/or incidental in nature, claims, demands, proceedings, suits, and actions, and all liabilities resulting from, in connection with, or arising out of any failure by User, for any reason, fraudulent, negligent or otherwise, to comply with its obligations under this Agreement, unless such expenses, costs, damages, claims, demands, proceedings, suits, actions, or liabilities arise from the Exchange’s willful misconduct, fraud or breach of the Exchange’s obligations under this Agreement.
Indemnification by User. User agrees to indemnify and hold harmless Cboe FX, its owners, subsidiaries, and affiliates, its and their respective officers, directors, employees, and agents, and any related persons and entities, from and against all expenses and costs and damages (including any reasonable legal fees and expenses), direct, consequential, and/or incidental in nature, claims, demands, proceedings, suits, and actions, and all liabilities resulting from, in connection with, or arising out of any failure by User, for any reason, fraudulent, negligent or otherwise, to comply with its obligations under this Agreement, unless such expenses, costs, damages, claims, demands, proceedings, suits, actions, or liabilities arise from Cboe FX’s willful misconduct, fraud or breach of Cboe FX’s obligations under this Agreement.
Indemnification by User. User agrees to indemnify and save and hold the STATE, its agents and employees harmless from any and all claims or causes of action arising from the performance or breach of this Agreement by User and its employees, agents, clients, customers, and other third party recipients of the Records provided under this Agreement.
Indemnification by User. You agree to defend, indemnify, and hold Pacesetter, its officers, managers, owners, employees, consultants, affiliates, and agents, harmless from and against any and all causes of action, demands, claims, liabilities, damages, losses, costs, and expenses (including, without limitation, reasonable legal and accounting fees) incurred or suffered by Pacesetter in connection with or as a result of: (a) any violation of this Privacy Statement by you; (b) a third party alleging that your use of the App and/or Services has harmed such third party; and (c) errors in information or content provided by you through the App and/or Services.
Indemnification by User. User agrees to indemnify, defend, and hold harmless LTSE, its owners, subsidiaries, and affiliates, its and their respective officers, directors, employees, and agents, and any related persons and entities, from and against all expenses and costs and damages (including any reasonable legal fees and expenses), direct, consequential, and/or incidental in nature, claims, demands, proceedings, suits, and actions, and all liabilities resulting from, in connection with, or arising out of any failure by User, for any reason, fraudulent, negligent or otherwise, to comply with its obligations under this Agreement, unless such expenses, costs, damages, claims, demands, proceedings, suits, actions, or liabilities arise from LTSE’s willful misconduct, fraud, or breach of LTSE’s obligations under this Agreement.
Indemnification by User. The User will indemnify and hold harmless the Provider against all costs, expenses, losses and claims made against Provider as a result of any infringement of a third party’s intellectual property rights arising from the User’s or its Authorized User’s unauthorized use of the Software under this ▇▇▇▇. The Provider must notify promptly the User of the charge of infringement or of the legal proceeding, give the User sole control of the defense and related settlement negotiations, and the Provider must provide the User, at User’s expense, with reasonable assistance and information, but no cost or expense shall be incurred for the account of the Provider without its prior written consent.
Indemnification by User. User agrees to indemnify and hold harmless Exchange, its owners, subsidiaries, and affiliates, its and their respective officers, directors, employees, and agents, and any related persons and entities, from and
Indemnification by User. You shall fully indemnify Lonza against third-party claims relating to any damage or loss for which Lonza is not liable for under this Agreement.