Common use of Indemnización Clause in Contracts

Indemnización. a. Except for that which Company indemnifies Taboola, Taboola shall indemnify, defend, save and hold harmless Company and its parent, subsidiaries, and affiliates, and its and their representatives, officers, directors, agents, and employees, from and against any and all third-party claims, damages, fines, penalties, awards, judgments, and liabilities (including reasonable outside attorneys’ fees and costs) (collectively, the “Losses”) resulting from, arising out of, or related to: (i) Taboola’s breach or alleged breach of any of Taboola’s representations or warranties set forth in Paragraph 6.b; or (ii) a claim that the Platform violates a third party trademark, trade secret, copyright, or privacy right, except to the extent that such claim arises solely due to the combination of the Platform with the Company Content or a Property. If the Platform or Services are held in a suit or proceeding to infringe any intellectual property rights of a third party, and the use of such Platform or Services is enjoined, or Taboola reasonably believes that it is likely to be found to infringe or likely to be enjoined, then Taboola may, at its sole cost, expense, and option either (a) procure the right to continue using such Platform or Services, or (b) modify such Platform or Services so that it becomes non-infringing without affecting the basic functionality of such Platform or Services; provided, however, that if (a) and (b) are not practicable, Taboola may, in its sole discretion, terminate this Agreement with respect to such Platform or Services by giving Company thirty (30) days written notice (email shall be sufficient). Taboola’s obligations as stated in this Paragraph 8.a are Company’s sole remedy and Taboola’s sole Liability (as defined below) arising out of or relating to infringement claims to the extent permitted by law.

Indemnización. a. Except for that which Company Publisher indemnifies Taboola, Taboola shall indemnify, defend, save and hold harmless Company Publisher and its parent, subsidiaries, and affiliates, and its and their representatives, officers, directors, agents, and employees, from and against any and all third-party claims, damages, fines, penalties, awards, judgments, and liabilities (including reasonable outside attorneys’ fees and costs) (collectively, the “Losses”) resulting from, arising out of, or related to: (i) Taboola’s breach or alleged breach of any of Taboola’s representations or warranties set forth in Paragraph 6.b; or (ii) a claim that the Platform violates a third party trademark, trade secret, copyright, or privacy right, except to the extent that such claim arises solely due to the combination of the Platform with the Company Publisher Content or a Property. If the Platform or Services are held in a suit or proceeding to infringe any intellectual property rights of a third party, and the use of such Platform or Services is enjoined, or Taboola reasonably believes that it is likely to be found to infringe or likely to be enjoined, then Taboola may, at its sole cost, expense, and option either (a) procure the right to continue using such Platform or Services, or (b) modify such Platform or Services so that it becomes non-infringing without affecting the basic functionality of such Platform or Services; provided, however, that if (a) and (b) are not practicable, Taboola may, in its sole discretion, terminate this Agreement with respect to such Platform or Services by giving Company Publisher thirty (30) days written notice (email shall be sufficient). Taboola’s obligations as stated in this Paragraph 8.a are CompanyPublisher’s sole remedy and Taboola’s sole Liability (as defined below) arising out of or relating to infringement claims to the extent permitted by law.

Indemnización. a. Except for that which Company Publisher indemnifies Taboola, Taboola shall indemnify, defend, save and hold harmless Company Publisher and its parent, subsidiaries, and affiliates, and its and their representatives, officers, directors, agents, and employees, from and against any and all third-party claims, damages, fines, penalties, awards, judgments, and liabilities (including reasonable outside attorneys’ fees and costs) (collectively, the “Losses”) resulting from, arising out of, or related to: (i) Taboola’s breach or alleged breach of any of Taboola’s representations or warranties set forth in Paragraph 6.b; or (ii) a claim that the Platform violates a third party trademark, trade secret, copyright, or privacy right, except to the extent that such claim arises solely due to the combination of the Platform with the Company Publisher Content or a Property. If the Platform or Services are held in a suit or proceeding to infringe any intellectual property rights of a third party, and the use of such Platform or Services is enjoined, or Taboola reasonably believes that it is likely to be found to infringe or likely to be enjoined, then Taboola may, at its sole cost, expense, and option either (a) procure the right to continue using such Platform or Services, or (b) modify such Platform or Services so that it becomes non-non- infringing without affecting the basic functionality of such Platform or Services; provided, however, that if (a) and (b) are not practicable, Taboola may, in its sole discretion, terminate this Agreement with respect to such Platform or Services by giving Company Publisher thirty (30) days written notice (email shall be sufficient). Taboola’s obligations as stated in this Paragraph 8.a are Company’s sole remedy and Taboola’s sole Liability (as defined below) arising out of or relating to infringement claims to the extent permitted by law.in