Common use of Indemnification by You Clause in Contracts

Indemnification by You. In addition to any other obligations you may have under other provisions of this User Agreement, you hereby agree to indemnify, defend and hold harmless Zero Hash, ZHLS, Business (if you have registered an Account through the Platform), their affiliates and all of their officers, directors, managers, partners, employees, independent contractors, or agents, (collectively, the “Indemnified Persons”) from and against all claims, demands, proceedings, suits and actions and all liabilities, losses, expenses, costs (including reasonable legal and accounting fees and expenses), damages, penalties, fines, taxes or amounts due of any kind arising out of, in connection with or relating to: (i) the failure of you or your Agents, contractors and/or employees for any reason, fraudulent or otherwise, to perform or comply with any obligation, agreement or covenant under this User Agreement, the Services, your use of the Services, the Platform (if applicable), or any other services provided in connection with your Account, the Platform or your use of the Platform (if applicable); (ii) a breach by you or your Agents, contractors and/or employees of any representation or warranty made by you under this User Agreement or your provision of any inaccurate or incomplete information to any of the Indemnified Parties for any reason; (iii) any negligent, dishonest, fraudulent, or criminal act or omission by your or any of your Agents, contractors and/or employees in connection with this User Agreement, the Services, any other services provided in connection with your Account or the Platform (if applicable); (iv) any failure by you or your Agents to comply with any laws, rules or regulations applicable to you or them, and (v) your, your Agents’, contractors’ or employees’ failure to safeguard any Login Credentials used to access the Zero Hash service, whether through the Platform or otherwise. Notwithstanding the foregoing, any Indemnified Person shall not be entitled under this paragraph to receive indemnification for that portion, if any, of any liabilities and costs which are solely caused by its own individual gross negligence, willful misconduct or fraud, as determined by arbitration in accordance with Section 16 below.

Indemnification by You. In addition You will defend, indemnify, and hold FluentPro and each of the FluentPro Associates (as defined below) harmless against any “Indemnified Claim,” meaning any third party claim, suit, or proceeding arising out of or related to Your alleged or actual use of, misuse of, or failure to use the Software Products, including without limitation: (a) claims by Users or by Your employees, as well as by Your own customers; (b) claims related to unauthorized disclosure or exposure of personally identifiable information or other private information, including Your Data; (c) claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, logos or other content uploaded to the Site or the Software Products through the Account, including without limitation by Your Data, provided however that You shall have no liability or obligation with respect to any losses to the extent that such losses arise out of or result from any unauthorized access to or use, disclosure or other obligations you may have under other provisions processing of this User AgreementYour Data, you hereby agree including Personal Identifiable Information, by or on behalf of FluentPro, or through or enabled by FluentPro’s systems or networks, whether authorized by FluentPro, due to indemnify, defend a security breach or otherwise; and hold harmless Zero Hash, ZHLS, Business (if you have registered an Account d) claims that use of the Site or the Software Products through the Platform)Account harasses, their affiliates and all defames, or defrauds a third party or violates the CAN-Spam Act of their 2003 or any other law or restriction on electronic advertising. Indemnified Claims include, without limitation, claims arising out of or related to FluentPro’s negligence. The “FluentPro Associates” are FluentPro’s officers, directors, managersshareholders, partnersparents, employeessubsidiaries, independent contractors, or agents, (collectivelysuccessors, and assigns. You will also indemnify, hold us harmless and defend or settle, at Your own expense, any third party action brought against Us or the “Indemnified Persons”) from FluentPro Associates based upon the claim that any modifications to the Services and against all claims/or Software or combination of the Services and / or Software with other third party products infringes or violates any third party right; provided, demandshowever, proceedings, suits and actions and all liabilities, losses, expenses, costs (including reasonable legal and accounting fees and expenses), damages, penalties, fines, taxes or amounts due of any kind arising out of, in connection with or relating to: that (i) the failure FluentPro shall notify you promptly in writing of you or your Agents, contractors and/or employees for any reason, fraudulent or otherwise, to perform or comply with any obligation, agreement or covenant under this User Agreement, the Services, your use of the Services, the Platform (if applicable), or any other services provided in connection with your Account, the Platform or your use of the Platform (if applicable)such claim; (ii) a breach by you or We shall not enter into any settlement without your Agents, contractors and/or employees of any representation or warranty made by you under this User Agreement or your provision of any inaccurate or incomplete information to any of the Indemnified Parties for any reasonprior written consent; (iii) any negligent, dishonest, fraudulent, or criminal act or omission by your or any of your Agents, contractors and/or employees in connection with this User Agreement, the Services, any other services provided in connection with your Account or the Platform (if applicable); (iv) any failure by you or your Agents to comply with any laws, rules or regulations applicable to you or them, and (v) your, your Agents’, contractors’ or employees’ failure to safeguard any Login Credentials used to access the Zero Hash service, whether through the Platform or otherwise. Notwithstanding the foregoing, any Indemnified Person shall not be entitled under this paragraph to receive indemnification for that portion, if any, have control of any liabilities such action and costs which are solely caused by its own individual gross negligence, willful misconduct or fraud, as determined by arbitration in accordance with Section 16 below.settlement negotiations; and

Indemnification by You. In addition to any other obligations you may have under other provisions of this User Agreement, you hereby agree to indemnify, defend and hold harmless Zero HashApex Crypto, ZHLSApex Clearing, Business (if you have registered an Account through the Platform), each of their affiliates Affiliates and all of their officers, directors, managers, partners, employees, independent contractors, or agents, (collectively, the “Apex Crypto Indemnified Persons”) from and against all claims, demands, proceedings, suits and actions and all liabilities, losses, expenses, costs (including reasonable legal and accounting fees and expenses), damages, penalties, fines, taxes or amounts due of any kind (collectively, “Losses”) arising out of, in connection with or relating to: to (iA) the failure of you or your Agentsofficers, contractors and/or employees managers, partners, directors, Affiliates, employees, independent agents or contractors, for any reason, fraudulent or otherwise, failing to perform or comply with any obligation, agreement or covenant under this User Agreement, the Services, Services or your use of the Services, the Platform (if applicable), Services or any other services provided in connection with your Account, the Platform or your use of the Platform Platform, (if applicable); (iiB) a breach by you or your Agentsofficers, contractors and/or employees managers, partners, directors, Affiliates, employees, independent agents or contractors, of any representation or warranty made by you under this User Agreement or your provision of any inaccurate or incomplete information to any of the Apex Crypto Indemnified Parties for any reason; reason in connection with this Agreement, the Services, any other services provided in connection with your Account or the Platform, (iiiC) any negligent, dishonest, fraudulent, or criminal act or omission by your or any of your Agentsofficers, contractors and/or employees in connection with this User Agreementmanagers, the Servicespartners, directors, Affiliates, employees, or independent agents or contractors, (D) any other services provided in connection with claim or dispute between you and your Account or the Platform Correspondent and (if applicable); (ivE) any failure by you or your Agents officers, managers, partners, directors, Affiliates, employees, independent agents or contractors to comply with any laws, rules or regulations applicable to you or them, and (v) your, your Agents’, contractors’ or employees’ failure to safeguard any Login Credentials used to access the Zero Hash service, whether through the Platform or otherwise. Notwithstanding the foregoing, any an Apex Crypto Indemnified Person shall not be entitled under this paragraph to receive indemnification for that portion, if any, of any liabilities and costs which are is solely caused by its own individual gross negligence, willful misconduct or fraud, as determined by arbitration in accordance with Section 16 17 below.

Indemnification by You. In addition to any other obligations you may have under other provisions of this User Agreement, you hereby agree to indemnify, defend and hold harmless Zero Hash, ZHLS, Business Liquidity Financial (if you have registered an Account through the Platform), their affiliates and all of their respective affiliates, officers, directors, managers, partners, employees, independent contractors, or and agents, (collectively, the “Indemnified Persons”) from and against all claims, demands, proceedings, suits and actions and all liabilities, losses, expenses, costs (including reasonable legal and accounting fees and expenses), damages, penalties, fines, taxes or amounts due of any kind arising out of, in connection with or relating to: (i) the failure of you or your Agents, contractors and/or employees for any reason, fraudulent or otherwise, to perform or comply with any obligation, agreement or covenant under this User Agreement, the Services, your use of the Services, the Platform (if applicable), or any other services provided in connection with your Account, the Platform or your use of the Platform (if applicable); (ii) a breach by you or your Agents, contractors and/or employees of any representation or warranty made by you under this User Agreement or your provision of any inaccurate or incomplete information to any of the Indemnified Parties for any reason; (iii) any negligent, dishonest, fraudulent, or criminal act or omission by your or any of your Agents, contractors and/or employees in connection with this User Agreement, the Services, any other services provided in connection with your Account or the Platform (if applicable); (iv) any failure by you or your Agents to comply with any laws, rules or regulations applicable to you or them, and (v) your, your Agents’, contractors’ or employees’ failure to safeguard any Login Credentials used to access the Zero Hash service, whether through the Platform or otherwise. Notwithstanding the foregoing, any Indemnified Person shall not be entitled under this paragraph to receive indemnification for that portion, if any, of any liabilities and costs which are solely caused by its own individual gross negligence, willful misconduct or fraud, as determined by arbitration in accordance with Section 16 below.

Indemnification by You. In addition to any other obligations you may have under other provisions of this User Agreement, you hereby agree to indemnify, defend defend, pay, reimburse and hold harmless Zero HashBakkt Crypto, ZHLSCorrespondent, Business (if you have registered an Account through the Platform)Platform Provider, Apex Clearing, each of their affiliates Affiliates and all of their officers, directors, managers, partners, employees, independent contractors, or agents, (collectively, the “Crypto Indemnified Persons”) from and against all claims, demands, proceedings, suits and actions and all liabilities, losses, expenses, costs (including reasonable legal and accounting fees and expenses), damages, penalties, fines, taxes or amounts due of any kind (collectively, “Losses”) arising out of, in connection with or relating to: to (iA) the failure of you or your Agentsofficers, contractors and/or employees managers, partners, directors, Affiliates, employees, independent agents or contractors, for any reason, fraudulent or otherwise, failing to perform or comply with any obligation, agreement or covenant under this User Agreement, the Services, Services or your use of the Services, the Platform (if applicable), Services or any other services provided in connection with your Account, the Platform or your use of the Platform Platform, (if applicable); (iiB) a breach by you or your Agentsofficers, contractors and/or employees managers, partners, directors, Affiliates, employees, independent agents or contractors, of any representation or warranty made by you under this User Agreement or your provision of any inaccurate or incomplete information to any of the Crypto Indemnified Parties Persons for any reason; reason in connection with this Agreement, the Services, any other services provided in connection with your Account or the Platform, (iiiC) any negligent, dishonest, fraudulent, or criminal act or omission by your or any of your Agentsofficers, contractors and/or employees in connection with this User Agreementmanagers, the Servicespartners, directors, Affiliates, employees, or independent agents or contractors, (D) any other services provided in connection with claim or dispute between you and your Account Correspondent or the Platform Provider and (if applicable); (ivE) any failure by you or your Agents officers, managers, partners, directors, Affiliates, employees, independent agents or contractors to comply with any laws, rules or regulations applicable to you or them, and (v) your, your Agents’, contractors’ or employees’ failure to safeguard any Login Credentials used to access the Zero Hash service, whether through the Platform or otherwise. Notwithstanding the foregoing, any an Crypto Indemnified Person shall not be entitled under this paragraph to receive indemnification for that portion, if any, of any liabilities and costs which are is solely caused by its own individual gross negligence, willful misconduct or fraud, as determined by arbitration in accordance with Section 16 19 below.

Indemnification by You. In addition to any other obligations you may have under other provisions of this User Agreement, you hereby You agree to indemnifydefend, defend indemnify and hold harmless Zero HashPSIGEN and PSIGEN's affiliates, ZHLSand their respective past, Business (if you have registered an Account through the Platform)present and future directors, their affiliates and all of their officers, directors, managers, partners, employees, independent owners, affiliates, representatives, agents, consultants, contractors, or agentssuppliers, licensors, successors and assigns (each, a "PSIGEN Indemnified Party" and collectively, "PSIGEN Indemnified Parties"), from and against any and all claims, actions, causes of action, suits, damages, liabilities, judgments, fines, settlements, fees, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) (collectively, "Damages") that may be asserted against, imposed upon and/or incurred by PSIGEN or any other PSIGEN Indemnified Parties to the “Indemnified Persons”) from and against all claims, demands, proceedings, suits and actions and all liabilities, losses, expenses, costs (including reasonable legal and accounting fees and expenses), damages, penalties, fines, taxes or amounts due of any kind extent arising out of, in connection with based on or relating to: resulting from (i) the failure of you or your Agents, contractors and/or employees for any reason, fraudulent or otherwise, to perform or comply with any obligation, agreement or covenant under this User Agreement, the Services, your use of the Services, the Platform actions or matters described in clauses (if applicable), or any other services provided in connection with your Account, the Platform or your use i) through (ix) of the Platform (if applicable)Section 12(d) above; (ii) a breach any acts or omissions by you or any of your Agentsdirectors, officers, managers, employees, owners, affiliates, representatives, agents, consultants, contractors and/or employees of any representation or warranty made by you under Deemed Authorized Agents in connection with this User Agreement or your provision of any inaccurate the installation or incomplete information to any use of the Indemnified Parties for Software (or any reasoncomponent(s) thereof); (iii) any negligentrepresentations, dishonestwarranties, fraudulent, guaranties or criminal act or omission commitments made by your you or any of your Agentsdirectors, officers, managers, employees, owners, affiliates, representatives, agents, consultants, contractors and/or employees in connection or Deemed Authorized Agents with this User Agreement, respect to any of the Services, Software (or any other services provided in connection with component(s) thereof) or your Account use of any of the Software (or the Platform (if applicableany component(s) thereof); and/or (iv) any failure breach or default by you of any of your covenants or your Agents to comply with any laws, rules or regulations applicable to you or themobligations under this Agreement. PSIGEN will cooperate with, and (v) yourprovide assistance to, your Agents’you, contractors’ as reasonably requested by you, in any investigation and/or defense conducted by you in connection with such claim, suit or employees’ failure to safeguard any Login Credentials used to access the Zero Hash service, whether through the Platform or otherwiseother legal action covered by this Section 13. Notwithstanding the foregoing, you will not settle any third-party claim against PSIGEN (or any other PSIGEN Indemnified Person shall not be entitled Parties) unless such settlement completely and forever releases PSIGEN (and any other applicable PSIGEN Indemnified Parties) from any liability with respect thereto or unless PSIGEN (and any other applicable PSIGEN Indemnified Parties) provides its/their prior written consent to such settlement. Subject to PSIGEN's rights under Section 14 below, in any action for which you provide a defense on behalf of PSIGEN (and/or any other applicable PSIGEN Indemnified Parties) pursuant to this paragraph to receive indemnification for that portionSection 13, if any, PSIGEN (and any other applicable PSIGEN Indemnified Parties) may participate in such defense at its/their own expense with legal counsel of any liabilities and costs which are solely caused by its own individual gross negligence, willful misconduct or fraud, as determined by arbitration in accordance with Section 16 belowits/their choice.

Indemnification by You. In addition You will defend, indemnify, and hold Sysfore and each of the Sysfore Associates (as defined below) harmless against any “Indemnified Claim,” meaning any third party claim, suit, or proceeding arising out of or related to Your alleged or actual use of, misuse of, or failure to use the Software Products, including without limitation: (a) claims by Users or by Your employees, as well as by Your own customers; (b) claims related to unauthorized disclosure or exposure of personally identifiable information or other private information, including Your Data; (c) claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, logos or other content uploaded to the Site or the Software Products through the Account, including without limitation by Your Data, provided however that You shall have no liability or obligation with respect to any losses to the extent that such losses arise out of or result from any unauthorized access to or use, disclosure or other obligations you may have under other provisions processing of this User AgreementYour Data, you hereby agree including Personal Identifiable Information, by or on behalf of Sysfore, or through or enabled by Sysfore’s systems or networks, whether authorized by Sysfore, due to indemnify, defend a security breach or otherwise; and hold harmless Zero Hash, ZHLS, Business (if you have registered an Account d) claims that use of the Site or the Software Products through the Platform)Account harasses, their affiliates and all defames, or defrauds a third party or violates the CAN-Spam Act of their 2003 or any other law or restriction on electronic advertising. Indemnified Claims include, without limitation, claims arising out of or related to Sysfore’s negligence. The “Sysfore” are Sysfore’s officers, directors, managersshareholders, partnersparents, employeessubsidiaries, independent contractors, or agents, (collectivelysuccessors, and assigns. You will also indemnify, hold us harmless and defend or settle, at Your own expense, any third party action brought against Us or the “Indemnified Persons”) from Sysfore Associates based upon the claim that any modifications to the Services and against all claims/or Software or combination of the Services and / or Software with other third party products infringes or violates any third party right; provided, demandshowever, proceedings, suits and actions and all liabilities, losses, expenses, costs (including reasonable legal and accounting fees and expenses), damages, penalties, fines, taxes or amounts due of any kind arising out of, in connection with or relating to: that (i) the failure Sysfore shall notify you promptly in writing of you or your Agents, contractors and/or employees for any reason, fraudulent or otherwise, to perform or comply with any obligation, agreement or covenant under this User Agreement, the Services, your use of the Services, the Platform (if applicable), or any other services provided in connection with your Account, the Platform or your use of the Platform (if applicable)such claim; (ii) a breach by you or We shall not enter into any settlement without your Agents, contractors and/or employees of any representation or warranty made by you under this User Agreement or your provision of any inaccurate or incomplete information to any of the Indemnified Parties for any reasonprior written consent; (iii) you shall have control of any negligent, dishonest, fraudulent, or criminal act or omission by your or any of your Agents, contractors and/or employees in connection with this User Agreement, the Services, any other services provided in connection with your Account or the Platform (if applicable)such action and settlement negotiations; and (iv) any failure by you We shall provide You with information and assistance to settle or your Agents defend such claim. You agree to comply with any laws, rules or regulations applicable to you or them, and (v) your, your Agents’, contractors’ or employees’ failure to safeguard any Login Credentials used to access the Zero Hash service, whether through the Platform or otherwise. Notwithstanding the foregoing, any Indemnified Person shall not be entitled under this paragraph to receive indemnification for that portion, if any, of any liabilities pay all damages and costs which are solely caused by its own individual gross negligence, willful misconduct or fraud, as determined by arbitration in accordance with Section 16 belowfinally awarded against Us attributable to such claim.

Indemnification by You. In addition to any other obligations you may have under other provisions of this User Agreement, you hereby agree to indemnify, defend and hold harmless Zero Hash, ZHLS, Business (if you have registered an Account through the Platform), their affiliates and all of their officers, directors, managers, partners, employees, independent contractors, or agents, (collectively, the “Indemnified Persons”) from and against all claims, demands, proceedings, suits and actions and all liabilities, losses, expenses, costs (including reasonable legal and accounting fees and expenses), damages, penalties, fines, taxes or amounts due of any kind arising out of, in connection with or relating to: (i) the failure of you or your Agents, contractors and/or employees for any reason, fraudulent or otherwise, to perform or comply with any obligation, agreement or covenant under this User Agreement, the Services, your use of the Services, the Platform (if applicable), or any other services provided in connection with your Account, the Platform or your use of the Platform (if applicable); (ii) a breach by you or your Agents, contractors and/or employees of any representation or warranty made by you under this User Agreement or your provision of any inaccurate or incomplete information information, including without limitation any Background Information, to any of the Indemnified Parties for any reason; (iii) any negligent, dishonest, fraudulent, or criminal act or omission by your or any of your Agents, contractors and/or employees in connection with this User Agreement, the Services, any other services provided in connection with your Account or the Platform (if applicable); (iv) any failure by you or your Agents to comply with any laws, rules or regulations applicable to you or them, and (v) your, your Agents’, contractors’ or employees’ failure to safeguard any Login Credentials used to access the Zero Hash service, whether through the Platform or otherwise. Notwithstanding the foregoing, any Indemnified Person shall not be entitled under this paragraph to receive indemnification for that portion, if any, of any liabilities and costs which are solely caused by its own individual gross negligence, willful misconduct or fraud, as determined by arbitration in accordance with Section 16 15 below.

Indemnification by You. In addition Subject to any other obligations you may have under other provisions of this User Agreement, you hereby agree to indemnifyYou shall defend Us and Our affiliated companies and Our and their directors, defend and hold harmless Zero Hash, ZHLS, Business (if you have registered an Account through the Platform), their affiliates and all of their officers, directors, managers, partners, employees, independent contractors, or agents, employees and agents (collectively, collectively the “Indemnified PersonsASC Indemnitees”) from and against all claims, demands, proceedings, suits and actions and all liabilities, losses, expenses, costs (including reasonable legal and accounting fees and expenses), damages, penalties, fines, taxes any Claims made or amounts due brought against any of any kind arising out of, in connection with or relating to: the ASC Indemnitees by a third party alleging (i) that any data entered by You into the failure of you Services or your AgentsPartner Portal, contractors and/or employees for any reason, fraudulent or otherwise, to perform or comply with any obligation, agreement or covenant under this User Agreement, the Services, your Your use of the Services, the Platform (if applicable)Services or Partner Portal in violation of this Agreement, or Your products or services, including Your Applications or Consulting Services Listing listed on the Partner Exchange, infringes, misappropriates or violates any other services provided in connection intellectual property rights of, or has otherwise violated applicable law with your Accountrespect to, the Platform or your use of the Platform (if applicable); a third party, (ii) a Your breach by you or your Agents, contractors and/or employees of any representation representation, warranty, or warranty made by you under this User Agreement agreement relating to Your products and services, including Your Application or your provision of any inaccurate or incomplete information to any of Consulting Services Listing listed on the Indemnified Parties for any reasonPartner Exchange; (iii) Your breach of Section 7 (Our Customer Data and Your customer Configuration/Usage Data) of Addendum A attached hereto, and (iv) Your breach of this Agreement (collectively, items (i) to (iii) hereinafter referred to as “Partner Claims”) and You shall indemnify and hold the ASC Indemnitees harmless from and against any negligentsettlements agreed to in writing by You and/or any damages, dishonestexpenses or costs awarded by a court of competent jurisdiction against any of the ASC Indemnitees in any Partner Claim; provided, fraudulentthat We (a) promptly give You written notice of the Partner Claim; (b) give You sole control of the defense and settlement of the Partner Claim (provided that You may not settle any Partner Claim unless it unconditionally releases Us of all liability); and (c) provide to You, at Your cost, all reasonable assistance. You shall indemnify and hold the ASC Indemnitees harmless from and against any damages, losses or costs, including but not limited to attorney fees, fines, or criminal act other costs, such as costs related to the defense of any proceeding that is terminated by settlement, judgment, order or omission by your conviction, or any upon a plea of your Agentsnolo contendere or its equivalent, contractors and/or employees arising from or in connection with any inaccurate or misleading representations, warranties and covenants in Section 4 -Compliance with Applicable Laws of this User Agreement, . Such obligation shall continue after the Services, any other services provided in connection with your Account expiration or the Platform (if applicable); (iv) any failure by you or your Agents to comply with any laws, rules or regulations applicable to you or them, and (v) your, your Agents’, contractors’ or employees’ failure to safeguard any Login Credentials used to access the Zero Hash service, whether through the Platform or otherwise. Notwithstanding the foregoing, any Indemnified Person shall not be entitled under termination of this paragraph to receive indemnification for that portion, if any, of any liabilities and costs which are solely caused by its own individual gross negligence, willful misconduct or fraud, as determined by arbitration in accordance with Section 16 belowAgreement.