Common use of Indemnification by You Clause in Contracts

Indemnification by You. You will defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of any Service or Content in breach of this Agreement, infringes or misappropriates such third party’s intellectual property rights or violates applicable law (a “Claim Against Us”), and will indemnify Us from any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us, provided We (a) promptly give You written notice of the Claim Against Us, (b) give You sole control of the defense and settlement of the Claim Against Us (except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability), and (c) give You all reasonable assistance, at Your expense.

Indemnification by You. You will shall defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of any Service or Content the Services in breach of this Agreement, infringes or misappropriates such third party’s the intellectual property rights of a third party or violates applicable law (a “"Claim Against Us”"), and will shall indemnify Us from for any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us, ; provided that We (a) promptly give You written notice of the Claim Against Us, ; (b) give You sole control of the defense and settlement of the Claim Against Us (except provided that You may not settle any Claim Against Us unless it the settlement unconditionally releases Us of all liability), ; and (c) give provide to You all reasonable assistance, at Your expense.

Indemnification by You. You will defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that any of Your Data, or Your use of any Service or Content in breach of this Agreement, Data infringes or misappropriates such third party’s intellectual property rights rights, or violates arising from Your use of the Services or Content in violation of the Agreement, the Documentation, Order Form or applicable law (each a “Claim Against Us”), and You will indemnify Us from any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-settlement approved settlement by You in writing of, a Claim Against Us, provided We (a) promptly give You written notice of the Claim Against Us, (b) give You sole control of the defense and settlement of the Claim Against Us (except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability), and (c) give You all reasonable assistance, at Your expense.

Indemnification by You. You will shall defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of any Service or Content the Services in breach of this Agreement, infringes or misappropriates such third party’s the intellectual property rights of a third party or violates applicable law (a “Claim Against Us”), and will shall indemnify Us from for any damages, attorney fees and costs finally awarded against Us as a result of, or and for any amounts paid by Us under a court-approved settlement of, a Claim Against Us, ; provided that We (a) promptly give You written notice of the Claim Against Us, (b) give You sole control of the defense and settlement of the Claim Against Us (except provided that You may not settle any Claim Against Us unless it the settlement unconditionally releases Us of all liability), and (c) give provide to You all reasonable assistance, at Your expense.

Indemnification by You. You will defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of any Service or Content in breach of this Agreement, infringes or misappropriates such third party’s intellectual property rights or violates applicable law (a “Claim Against Us”), and will indemnify Us from any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us, provided We (a) promptly give You written notice of the Claim Against Us, (b) give You sole control of the defense and settlement of the Claim Against Us (except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability), and (c) give You all reasonable assistance, at Your expense.and

Indemnification by You. You will shall defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of any Service or Content the Services in breach of this Agreement, infringes or misappropriates such third party’s the intellectual property rights of a third party or violates applicable law (a “Claim Against Us”), and will shall indemnify Us from for any damages, attorney legal fees and costs finally awarded against Us us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us, ; provided that We (a) promptly give You written notice of the Claim Against Us, ; (b) give You sole control of the defense and settlement of the Claim Against Us (except provided that You may not settle any Claim Against Us unless it the settlement unconditionally releases Us of all liability), ; and (c) give provide to You all reasonable assistance, at Your expense.

Indemnification by You. You will defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of any Service or Content the Services in breach of this Agreement, infringes or misappropriates such third party’s intellectual property rights or violates applicable law (a “Claim Against Us”), and will indemnify Us from any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved court-­approved settlement of, a Claim Against Us, provided We (a) promptly give You written notice of the Claim Against Us, (b) give You sole control of the defense and settlement of the Claim Against Us (except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability), and (c) give You all reasonable assistance, at Your expense.

Indemnification by You. You will defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of any Service or Content in breach of this Agreement, infringes or misappropriates such third party’s intellectual property rights or violates applicable law (a “Claim Against Us”), and will indemnify Us from any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us, provided We (a) promptly give You written notice of the Claim Against Us, (b) give You sole control of the defense and settlement of the Claim Against Us (except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability), and (c) give You all reasonable assistance, at Your expense.

Indemnification by You. You If instructed by us to you in writing, you will defend Us us against any claim, demand, suit or proceeding made or brought against Us us by a third party Third Party alleging that Your Data, or Your your use of any Service or Content the Services in breach of this Agreement, infringes or misappropriates such third party’s the intellectual property rights of a Third Party or violates applicable law (a “Claim Against Us”), and . You will indemnify Us us and hold us harmless from any damages, attorney fees and costs finally awarded against Us as a result ofus, or for any amounts paid by Us under us in settlement as a court-approved settlement of, result of a Claim Against Us, provided . We (a) will promptly give You you written notice of the Claim Against Us, (b) give You sole control of the defense and settlement of the Claim Against Us (except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability), and (c) give You all reasonable assistance, at Your expense.

Indemnification by You. You will shall defend Us against again any claim, demand, suit or of proceeding made or brought against Us by a third party alleging that Your Data, or Your use of any the Service or Content in breach of this Agreement, infringes or misappropriates such third party’s the intellectual property rights of a third party or violates applicable law (a “‘Claim Against Us”’), and will shall indemnify Us from for any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us, ; provided We that We: (a) promptly give You written notice of the Claim Against Us, ; (b) give You sole control of the defense defence and settlement of the Claim Against Us (except provided that You may not settle any Claim Against Us unless it the settlement unconditionally releases Us of all liability), and (c) give You all reasonable assistance, at Your expense.; and

Indemnification by You. You will defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of any Service or Content in breach of this Agreement, infringes or misappropriates such third party’s intellectual property rights or violates applicable law (a “Claim Against Us”), and will indemnify Us from any damages, attorney attorneys’ fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us, provided We (a) promptly give You written notice of the Claim Against Us, (b) give You sole control of the defense and settlement of the Claim Against Us (except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability), and (c) give You all reasonable assistance, at Your expense.

Indemnification by You. You will defend Us against any claim, demand, suit suit, or proceeding made or brought against Us by a third party alleging that Your Data, any of Customer Materials or Your use of any Service or Content in breach of this Agreement, Third Party Offering infringes or misappropriates such third party’s intellectual property rights Intellectual Property Rights, or violates arising from Your or Users’ use of the C3 AI Software or Customer Data in violation of the Agreement, the C3 AI Documentation, or applicable law (each a “Claim Against Us”), and You will indemnify Us from any damages, attorney fees fees, and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, of a Claim Against Us, provided We (a) promptly give You written notice of the Claim Against Us, ; (b) give You sole control of the defense and settlement of the Claim Against Us (Us, except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability), ; and (c) give You all reasonable assistance, at Your expense.

Indemnification by You. You will defend Us us against any claim, demand, suit or proceeding made or brought against Us us by a third party alleging that Your Data, or Your your use of any the Service or Content in breach of this Agreement, infringes or misappropriates such third party’s the intellectual property rights of a third party or violates applicable law (a “Claim Against Us”), and will indemnify Us from us for any damages, attorney fees and costs finally awarded against Us us as a result of, or for any amounts paid by Us us under a court-approved settlement of, a Claim Against Us, ; provided We that we (a) promptly give You you written notice of the Claim Against Us, ; (b) give You you sole control of the defense and settlement of the Claim Against Us us (except provided that You you may not settle any Claim Against Us us unless it the settlement unconditionally releases Us us of all liability), ; and (c) give You provide to you all reasonable assistance, at Your your expense.

Indemnification by You. You will defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of any Service or Content in breach of this Agreement, infringes or misappropriates such third party’s intellectual property rights or violates applicable law (a “Claim Against Us”), and will indemnify Us from any damages, reasonable attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us, provided We (a) promptly give You written notice of the Claim Against Us, (b) give You sole control of the defense and settlement of the Claim Against Us (except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability), and (c) give You all reasonable assistance, at Your expense.

Indemnification by You. You will defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of any Service or Content in breach of this Agreement, infringes or misappropriates such third party’s intellectual property rights or violates applicable law (a “Claim a“Claim Against Us”), and will indemnify Us from any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved courtapproved settlement of, a Claim Against Us, provided We (a) promptly give You written notice of the Claim Against Us, (b) give You sole control of the defense and settlement of the Claim Against Us (except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability), and (c) give You all reasonable assistance, at Your expense. 8.3.

Indemnification by You. You will shall defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of any Service or Content the Services in breach of this Agreement, infringes or misappropriates such third party’s the intellectual property rights of a third party or violates applicable law (a “"Claim Against Us”"), and will shall indemnify Us from for any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-court- approved settlement of, a Claim Against Us, ; provided that We (a) promptly give You written notice of the Claim Against Us, ; (b) give You sole control of the defense and settlement of the Claim Against Us (except provided that You may not settle any Claim Against Us unless it the settlement unconditionally releases Us of all liability), ; and (c) give provide to You all reasonable assistance, at Your expense.

Indemnification by You. You will defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of any Service or Content the Services in breach of this Agreement, infringes or misappropriates such third party’s intellectual property rights or violates applicable law (a “Claim Against Us”), and will indemnify Us from any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us, provided We (a) promptly give You written notice of the Claim Against Us, (b) give You sole control of the defense and settlement of the Claim Against Us (except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability), and (c) give You all reasonable assistance, at Your expense.

Indemnification by You. You will shall defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of any Service or Content the Services in breach of this Agreement, infringes or misappropriates such third party’s the intellectual property rights of a third party or violates applicable law (a “Claim Against Us”), and will shall indemnify Us from for any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-court- approved settlement of, a Claim Against Us, ; provided that We (a) promptly give You written notice of the Claim Against Us, ; (b) give You sole control of the defense and settlement of the Claim Against Us (except provided that You may not settle any Claim Against Us unless it the settlement unconditionally releases Us of all liability), ; and (c) give provide to You all reasonable assistance, at Your expense.

Indemnification by You. You will defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of any Service or Content Services in breach of this Agreement, infringes or misappropriates such third party’s intellectual property rights or violates applicable law (a “Claim Against Us”), and will indemnify Us from any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-court- approved settlement of, a Claim Against Us, provided We (a) promptly give You written notice of the Claim Against Us, (b) give You sole control of the defense and settlement of the Claim Against Us (except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability), and (c) give You all reasonable assistance, at Your expense.

Indemnification by You. You will defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of any Service or Content in breach of this AgreementAgreement (and by reason of such breach), infringes or misappropriates such third party’s intellectual property rights or violates applicable law (a “Claim Against Us”), and will indemnify Us from any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us, provided We (a) promptly give You written notice of the Claim Against Us, (b) give You sole control of the defense and settlement of the Claim Against Us (except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability), and (c) give You all reasonable assistance, at Your expense.,

Indemnification by You. You will shall defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of any Service or Content the CustomerGauge Services in breach of this Agreement, infringes or misappropriates such third party’s the intellectual property rights of a third party or violates applicable law (a “Claim Against Us”), and will shall indemnify Us from for any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us, ; provided that We (a) promptly give You written notice of the Claim Against Us, ; (b) give You sole control of the defense and settlement of the Claim Against Us (except provided that You may not settle any Claim Against Us unless it the settlement unconditionally releases Us of all liability), ; and (c) give provide to You all reasonable assistance, at Your expense.

Indemnification by You. You will shall defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of any Service or Content the Services in breach of this Agreement, infringes or misappropriates such third party’s intellectual the intel- lectual property rights of a third party or violates applicable law (a “"Claim Against Us”"), and will shall indemnify Us from for any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us, ; provided that We (a) promptly give You written notice of the Claim Against Us, ; (b) give You sole control of the defense and settlement of the Claim Against Us (except provided that You may not settle any Claim Against Us unless it the settlement unconditionally releases Us of all liability), ; and (c) give provide to You all reasonable assistance, at Your expense.

Indemnification by You. You will defend Us us against any claim, demand, suit or proceeding made or brought against Us us by a third party alleging that Your Data, or Your your use of any Service or Content in breach of this Agreement, infringes or misappropriates such third party’s 's intellectual property rights or violates applicable law (a “"Claim Against Us”"), and will indemnify Us us from any damages, attorney fees and costs finally awarded against Us us as a result of, or for any amounts paid by Us us under a court-approved settlement of, a Claim Against Us, provided We we (a) promptly give You you written notice of the Claim Against Us, (b) give You you sole control of the defense and settlement of the Claim Against Us (except that You you may not settle any Claim Against Us unless it unconditionally releases Us us of all liability), and (c) give You you all reasonable assistance, at Your your expense.

Indemnification by You. You will defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of any Service Service, Software or Content in breach of this Agreement, infringes or misappropriates such third party’s intellectual property rights or violates applicable law (a “Claim Against Us”), and will indemnify Us from any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-court- approved settlement of, a Claim Against Us, provided We (a) promptly give You written notice of the Claim Against Us, (b) give You sole control of the defense and settlement of the Claim Against Us (except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability), and (c) give You all reasonable assistance, at Your expense.

Indemnification by You. You will shall defend Us against again any claim, demand, suit or of proceeding made or brought against Us by a third party alleging that Your Data, or Your use of any the Service or Content in breach of this Agreement, infringes or misappropriates such third party’s the intellectual property rights of a third party or violates applicable law (a “‘Claim Against Us”’), and will shall indemnify Us from for any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us, ; provided We that We: (a) promptly give You written notice of the Claim Against Us, ; (b) give You sole control of the defense defence and settlement of the Claim Against Us (except provided that You may not settle any Claim Against Us unless it the settlement unconditionally releases Us of all liability), ; and (c) give provide to You all reasonable assistance, at Your expense.

Indemnification by You. You will defend Us and Our Affiliates against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of any Service or Content the Services in breach of this Agreement, infringes or misappropriates such third party’s intellectual property rights or violates applicable law (a “Claim Against Us”), and will indemnify Us from any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us, provided We (a) promptly give You written notice of the Claim Against Us, (b) give You sole control of the defense and settlement of the Claim Against Us (except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability), and (c) give You all reasonable assistance, at Your expense.

Indemnification by You. You will defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of any Service or Content in breach of this Agreement, infringes or misappropriates such third party’s intellectual property rights or violates applicable law (a “Claim Against Us”), and will indemnify Us from any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us, provided We (a) promptly give You written notice of the Claim Against Us, (b) give You sole control of the defense and settlement of the Claim Against Us (except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability), and and (c) give You all reasonable assistance, at Your expense.

Indemnification by You. You will defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of any Service or Content in breach of this Agreement, infringes or misappropriates such third party’s intellectual property rights or violates applicable law (a “Claim Against Us”), and will indemnify Us from any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us, provided We (a) promptly give You written notice of the Claim Against Us, (b) give You sole control of the defense and settlement of the Claim Against Us (except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability), and (c) give You all reasonable assistance, at Your expense.

Indemnification by You. You will shall defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of any Service or Content the Xxxx.xxx Services in breach of this Agreement, infringes or misappropriates such third party’s the intellectual property rights of a third party or violates applicable law (a “"Claim Against Us”"), and will shall indemnify Us from for any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us, ; provided that We (a) promptly give You written notice of the Claim Against Us, ; (b) give You sole control of the defense and settlement of the Claim Against Us (except provided that You may not settle any Claim Against Us unless it the settlement unconditionally releases Us of all liability), ; and (c) give provide to You all reasonable assistance, at Your expense.

Indemnification by You. To the extent permitted by applicable law, You will defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of any Service or Content in breach of this Agreement, infringes or misappropriates such third party’s intellectual property rights or violates applicable law (a “Claim Against Us”), and will indemnify Us from any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us, provided We (a) promptly give You written notice of the Claim Against Us, (b) give You sole control of the defense and settlement of the Claim Against Us (except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability), and (c) give You all reasonable assistance, at Your expense.

Indemnification by You. You will defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of any Service or Content in breach of this Agreement, infringes or misappropriates such third party’s intellectual property rights or violates applicable law (a “Claim Against Us”), and will indemnify Us from any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us, provided We (a) promptly give You written notice of the Claim Against Us, (b) give You sole control of the defense defence and settlement of the Claim Against Us (except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability), and (c) give You all reasonable assistance, at Your expense.

Indemnification by You. You will defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of any Service or Content in breach of this Agreement, infringes or misappropriates such third party’s partyʼs intellectual property rights or violates applicable law (a “Claim Against Us”), and will indemnify Us from any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us, provided We (a) promptly give You written notice of the Claim Against Us, (b) give You sole control of the defense and settlement of the Claim Against Us (except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability), and (c) give You all reasonable assistance, at Your expense.

Indemnification by You. You will shall defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that (a) relating to Your Data, business activities; (b) Your actual or Your use alleged violation of law; or (c) breach by You of any Service of Your representations, warranties or Content in breach of covenants under this Agreement, infringes or misappropriates such third party’s intellectual property rights or violates applicable law Agreement (a “Claim Against Us”), and will shall indemnify Us from for any damages, attorney fees and costs finally awarded against Us as a result of, or and for any amounts paid by Us under a court-approved settlement of, a Claim Against Us, ; provided that We (a) promptly give You written notice of the Claim Against Us, (b) give You sole control of the defense and settlement of the Claim Against Us (except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability), and (c) give You all reasonable assistance, at Your expense.,

Indemnification by You. You will shall defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of any Service or Content the Services in breach of this Agreement, infringes or misappropriates such third party’s the intellectual property rights of a third party or violates applicable law (a “"Claim Against Us”"), and will shall indemnify Us from for any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us, ; provided that We (a) promptly give You written notice of the Claim Against Us, ; (b) give You sole control of the defense and settlement of the Claim Against Us (except provided that You may not settle any Claim Against Us unless it the settlement unconditionally releases Us of all liability), ; and (c) give provide to You all reasonable assistance, at Your expense.Your

Indemnification by You. You will shall defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of any Service or Content the Services in breach of this Agreement, infringes or misappropriates such third party’s the intellectual property rights of a third party or violates applicable law (a “Claim Against Us”“), and will shall indemnify Us from for any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us, ; provided that We (a) promptly give You written notice of the Claim Against Us, ; (b) give You sole control of the defense and settlement of the Claim Against Us (except provided that You may not settle any Claim Against Us unless it the settlement unconditionally releases Us of all liability), ; and (c) give provide to You all reasonable assistance, at Your expense.

Indemnification by You. You will shall defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of any Service or Content the Services in breach of this Agreement, infringes or misappropriates such third party’s the intellectual property rights of a third party or violates applicable law (a “"Claim Against Us”"), and will shall indemnify Us from for any damages, attorney legal fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us, ; provided that We (a) promptly give You written notice of the Claim Against Us, ; (b) give You sole control of the defense and settlement of the Claim Against Us (except provided that You may not settle any Claim Against Us unless it the settlement unconditionally releases Us of all liability), ; and (c) give provide to You all reasonable assistance, at Your expense.

Indemnification by You. You will shall defend Us Optis against any claim, demand, suit suit, or proceeding made or brought against Us Optis by a third party alleging that Your Datayour data, or Your your use of any Service or Content the services in breach of this Agreement, infringes or misappropriates such third party’s the intellectual property rights of a third party or violates applicable law (a “Claim Against Us”), and will shall indemnify Us from us for any damages, attorney fees and costs finally awarded against Us us as a result of, or for any amounts paid by Us us under a court-approved settlement of, a Claim Against Us, ; provided that We (a) promptly give You written notice of the Claim Against Us, ; (b) give You you sole control of the defense and settlement of the Claim Against Us (except provided that You may many not settle any Claim Against Us unless it the settlement unconditionally releases Us of all liability), ; and (c) give You provide to you all reasonable assistance, at Your your expense.

Indemnification by You. You will shall defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of any Service or Content the Services in breach of this Agreement, infringes or misappropriates such third party’s the intellectual property rights of a third party or violates applicable law (a “"Claim Against Us”"), and will shall indemnify Us from for any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, of a Claim Against Us, ; provided that We (a) promptly give You written notice of the Claim Against Us, ; (b) give You sole control of the defense and settlement of the Claim Against Us (except provided that You may not settle any Claim Against Us unless it the settlement unconditionally releases Us of all liability), ; and (c) give provide to You all reasonable assistance, at Your expense.

Indemnification by You. You will defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of any Service SOFTWARE or Content in breach of this Agreement, infringes or misappropriates such third party’s intellectual property rights or violates applicable law (a “Claim Against Us”), and will indemnify Us from any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-court- approved settlement of, a Claim Against Us, provided We (a) promptly give You written notice of the Claim Against Us, (b) give You sole control of the defense and settlement of the Claim Against Us (except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability), and (c) give You all reasonable assistance, at Your expense.

Indemnification by You. You will shall defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of any Service or Content the Services in breach of this Agreement, infringes or misappropriates such third party’s the intellectual property rights of a third party or violates applicable law (a “"Claim Against Us”"), and will shall indemnify Us from for any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us, ; provided that We (a) promptly give You written notice of the Claim Against Us, (b) give You sole control of the defense and settlement of the Claim Against Us (except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability), and (c) give You all reasonable assistance, at Your expense.;