Merchant Indemnification Clause Samples

Merchant Indemnification. Merchant will defend, indemnify, and hold harmless Affirm, its affiliates, and their respective officers, directors, agents, employees, successors, and assigns (individually and collectively, an “Affirm Party”) from and against all penalties, damages, losses, or expenses (including reasonable attorneys’ fees) (collectively, “Losses”) suffered, incurred, or sustained by any Affirm Party resulting from or arising out of any claim relating to: (a) Merchant’s breach of an obligation under the Agreement and the Affirm Policies and Service Terms, including fines or penalties arising from such breach; (b) personal injury (including death) or property damage resulting from ▇▇▇▇▇▇▇▇’s acts or omissions; (c) Merchant’s breach of its obligations under the Agreement with respect to the offering, marketing, sale, or distribution of goods or services that are Prohibited Businesses; (d) the goods or services provided by Merchant, including any claims for false advertising, unfair business practices, discrimination, or product defects; (e) any amounts, including taxes, interest, and penalties, assessed against Merchant by any governmental authority arising from Customers’ purchases of Merchant Products; (f) Merchant’s violation, misappropriation, or infringement of the IP of a third party; (g) fraud, gross negligence, or willful misconduct of Merchant; or (h) the acts or omissions of Merchant Personnel.

Merchant Indemnification. Merchant shall indemnify and hold Agent and its officers, directors, employees, agents and independent contractors (collectively, “Agent Indemnified Parties”) harmless from and against all claims, demands, penalties, losses, liability or damage, including, without limitation, reasonable attorneys’ fees and expenses, directly or indirectly asserted against, resulting from, or related to: (i) Merchant’s material breach of or failure to comply with any of its agreements, covenants, representations or warranties contained in any Agency Document; (ii) subject to Agent’s satisfaction of its obligations pursuant to Section 4.1(a) and (b) hereof, any failure of Merchant to pay to its employees any wages, salaries or benefits due to such employees during the Sale Term; (iii) subject to Agent’s compliance with its obligations under Section 8.3 hereof, any failure by Merchant to pay any Sales Taxes to the proper taxing authorities or to properly file with any taxing authorities any reports or documents required by applicable law to be filed in respect thereof; (iv) any liability or other claims asserted by customers, any of Merchant’s employees, or in connection with the performance of the terms of this Agreement any other person against any Agent Indemnified Party (including, without limitation, claims by employees arising under collective bargaining agreements, worker’s compensation or under the WARN Act); or (v) the gross negligence (including omissions) or willful misconduct of Merchant, or its officers, directors, employees agents or representatives.

Merchant Indemnification. Merchant shall indemnify and hold Agent and its officers, directors, employees, agents and independent contractors (collectively, Agent Indemnified Parties ) harmless from and against all claims, demands, penalties, losses, liability or damage, including, without limitation, reasonable attorneys fees and expenses, directly or indirectly asserted against, resulting from or related to: (i) Merchant s material breach of or failure to comply with any of its agreements, covenants, representations or warranties contained in any Agency Document; (ii) subject to Agent s compliance with its obligations under Section 8.3 hereof, any failure by Merchant to pay any Sales Taxes to the proper taxing authorities or to properly file with any taxing authorities any reports or documents required by applicable law to be filed in respect thereof; (iii) any failure of Merchant to pay to its employees any wages, salaries or benefits due to such employees during the Sale Term; (iv) any consumer warranty or products liability claims relating to Merchandise, Merchant Consignment Goods, or Owned FF&E; (v) any liability or other claims asserted by customers, any of Merchant s employees, or any other person against any Agent Indemnified Party (including, without limitation, claims by employees arising under collective bargaining agreements, worker s compensation or under the WARN Act); and (vi) the gross negligence (including omissions) or willful misconduct of Merchant, or its officers, directors, employees, agents or representatives (other than Agent or Agent s employees, agents or independent contractors).

Merchant Indemnification. Merchant shall indemnify and hold Agent and its officers, directors, employees, agents and independent contractors (collectively, “Agent Indemnified Parties”) harmless from and against all claims, demands, penalties, losses, liability or damage, including, without limitation, reasonable attorneys’ fees and expenses, directly or indirectly asserted against, resulting from or related to: (i) Merchant’s material breach of or failure to comply with any of its agreements, covenants, representations or warranties contained in any Agency Document; or (ii) the gross negligence (including omissions) or willful misconduct of Merchant, or its officers, directors, employees, agents or representatives.

Merchant Indemnification. The Merchant shall indemnify and hold the Agent and its officers, directors, employees, agents, and independent contractors harmless from and against all claims, demands, penalties, losses, liability, or damage, including, without limitation, reasonable attorneys’ fees and expenses, directly or indirectly asserted against, resulting from, or related to the Merchant’s material breach of or failure to comply with any of its agreements, covenants, representations, or warranties contained in any Sale Document. The Merchant shall indemnify the Agent from and against all claims, demands, penalties, losses, liability, or damage, including, without limitation, reasonable attorneys’ fees and expenses, directly or indirectly asserted against, resulting from or related to: (i) any structural failures of the buildings; (ii) any harassment or any other unlawful, tortious, or otherwise actionable treatment of any customers, employees or agents of the Agent by the Merchant or any of its representatives; (iii) the gross negligence (including omissions) or willful misconduct of the Merchant or any officer, directors, employees, agents or representative of the Merchant; and (iv) any claims arising from breach of warranty, product liability or product recall relating to any item of Merchandise sold through the Sale.

Merchant Indemnification. Merchant shall indemnify and hold Agent and its officers, directors, employees, agents and independent contractors (collectively, "Agent Indemnified Parties") harmless from and against all claims, demands, penalties, losses, liability or damage, including, without limitation, reasonable attorneys' fees and expenses, directly or indirectly asserted against, resulting from, or related to:

Merchant Indemnification. Merchant will defend, indemnify, and hold harmless Affirm, its Affiliates, and their respective officers, directors, agents, employees, successors, and assigns (individually and collectively, an “Affirm Party”) from and against all penalties, damages, losses, or expenses (including reasonable attorneys’ fees) (collectively, “Losses”) suffered, incurred, or sustained by any Affirm Party resulting from or arising out of any claim relating to: (a) Merchant’s breach of an obligation under the Agreement, including fines or penalties arising from such breach; (b) personal injury (including death) or property damage resulting from Merchant’s acts or omissions; (c) Merchant’s breach of its obligations under the Agreement with respect to the offering, marketing, sale, or distribution of goods or services that are Prohibited Businesses; (d) the goods or services provided by Merchant, including any claims for false advertising, unfair business practices, discrimination, or product defects;

Merchant Indemnification. Merchant will defend, indemnify, and hold harmless Paya and Paya’s providers, officers, directors, agents, subsidiaries, subcontractors, vendors, and employees from any and all claims, lawsuits, demands, damages, costs, fines, fees or other expenses, (including reasonable attorneys’ fees) resulting from or in any way related to ▇▇▇▇▇▇▇▇’s use of the Fraud Mitigation Service, including but not limited to: (a) Merchant’s breach of any representation or warranty contained herein or arising by operation of law, (b) Merchant’s violation of the rights of a third party relating to ▇▇▇▇▇▇▇▇’s use of the Fraud Mitigation Service, (c) the reliability, accuracy, or legitimacy of data submitted by Merchant to Paya, or (d) any third-party claim resulting from ▇▇▇▇▇▇▇▇’s use of the Fraud Mitigation Service.

Merchant Indemnification. Merchant shall indemnify and hold Agent and its officers, directors, employees, agents and independent contractors (collectively, "Agent Indemnified Parties") harmless from and against all claims, demands, penalties, losses, liability or damage, including, without limitation, reasonable attorneys' fees and expenses, directly or indirectly asserted against, resulting from, or related to: (i) Merchant's material breach of or failure to comply with any of its agreements, covenants, representations or warranties contains in any Agency Document; (ii) Subject to Agent's compliance with its obligations under Section 9.3 hereof, any failure of Merchant to pay to its employees any wages, salaries or benefits due to such employees during the Sale Term; (iii) Subject to Agent's compliance with its obligations under Section 8.3 hereof, any failure by Merchant to pay any Sales Taxes to the proper taxing authorities or to properly file with any taxing authorities any reports or documents required by applicable law to be filed in respect thereof; (iv) any consumer warranty or products liability claims relating to Merchandise; (v) any liability or other claims asserted by customers, any of Merchant's employees, or any other person against any Agent Indemnified Party (including, without limitation, claims by employees arising under collective bargaining agreements, worker's compensation or under the WARN Act), except for Agent Claims; and (vi) the gross negligence or willful misconduct of Merchant or any of its officers, directors, employees, agents or representatives.