Common use of Mutual Indemnification Clause in Contracts

Mutual Indemnification. You shall indemnify and hold CloudNine, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine of all liability and such settlement does not affect CloudNine's business or Program); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNine; provided that you (a) promptly give written notice of the claim to CloudNine; (b) give CloudNine sole control of the defense and settlement of the claim (provided that CloudNine may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine all available information and assistance; and (d) have not compromised or settled such claim. CloudNine shall have no indemnification obligation, and you shall indemnify CloudNine pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program with any of your products, service, hardware or business process(es).

Mutual Indemnification. You shall indemnify and hold CloudNinexxxxxxxxxx.xxx, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine xxxxxxxxxx.xxx (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine xxxxxxxxxx.xxx of all liability and such settlement does not affect CloudNinexxxxxxxxxx.xxx's business or ProgramService); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine Xxxxxxxxxx.xxx shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine xxxxxxxxxx.xxx of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNinexxxxxxxxxx.xxx; provided that you (a) promptly give written notice of the claim to CloudNinexxxxxxxxxx.xxx; (b) give CloudNine xxxxxxxxxx.xxx sole control of the defense and settlement of the claim (provided that CloudNine xxxxxxxxxx.xxx may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine xxxxxxxxxx.xxx all available information and assistance; and (d) have not compromised or settled such claim. CloudNine Xxxxxxxxxx.xxx shall have no indemnification obligation, and you shall indemnify CloudNine xxxxxxxxxx.xxx pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your products, service, hardware or business process(esprocess(s).

Mutual Indemnification. You shall indemnify and hold CloudNineAAI, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, stockholders, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine AAI (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine AAI of all liability and such settlement does not affect CloudNineAAI's business or ProgramService); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine Likewise, AAI shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine AAI of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNineAAI; provided that you (a) promptly give written notice of the claim to CloudNineAAI; (b) give CloudNine AAI sole control of the defense and settlement of the claim (provided that CloudNine AAI may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine AAI all available information and assistance; and (d) have not compromised or settled such claim. CloudNine AAI shall have no indemnification obligation, and you shall indemnify CloudNine AAI pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your products, service, hardware or business process(esprocess(s). AAI AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. APPLIED ANSWERS, INC. AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY AAI AND ITS LICENSORS. AAI SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. AAI IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT LEADING TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

Mutual Indemnification. You shall indemnify and hold CloudNineLeapFILE, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine LeapFILE (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine LeapFILE of all liability and such settlement does not affect CloudNineLeapFILE's business or ProgramService); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine LeapFILE shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine LeapFILE of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNineLeapFILE; provided that you (a) promptly give written notice of the claim to CloudNineLeapFILE; (b) give CloudNine LeapFILE sole control of the defense and settlement of the claim (provided that CloudNine LeapFILE may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine LeapFILE all available information and assistance; and (d) have not compromised or settled such claim. CloudNine LeapFILE shall have no indemnification obligation, and you shall indemnify CloudNine LeapFILE pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your products, service, hardware or business process(esprocess(s).

Mutual Indemnification. You shall indemnify and hold CloudNineRevegy, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not . Revegy shall defend or settle or defend at its expense any claim unless you unconditionally release CloudNine of all liability and such settlement does not affect CloudNine's business or Program); suit (can "Action") provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine shall indemnify and hold you and your parent organizationsagainst you, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging with an assertion that the Program directly Service or the use thereof as specifically authorized by Revegy, infringes a copyright, a any U.S. patent issued in existence as of the Effective Date, U.S. copyright or trademark rights or misappropriates a trademark trade secret of a any third party; provided that Revegy shall have no obligation under this Section to the extent any claim of infringement or misappropriation results from (i) use of the Services in combination with any other hardware or software supplied by any third person or entity other than Revegy; (ii) a claim, which if true, would constitute a violation by CloudNine any alteration or modification of its representations or warrantiesthe Services not provided Revegy; or (iii) use of the Services in a claim arising from breach way not intended by Revegy or not provided for or described in the applicable Documentation, if such infringement would not have occurred but for such combination, alteration, modification or unintended or unauthorized use of the Services. Should Services become, or in Revegy’s opinion be likely to become, the subject of an Action, Revegy may, at its discretion, (i) obtain for you, at no additional cost, the right to continue using the Services under this Agreement by CloudNineAgreement; provided (ii) modify or replace the Services to avoid such claim, or (iii) if Revegy determines that you neither (ai) or (ii) is commercially practicable, terminate the license to the Services and refund the pre-paid, unused fees. THIS SECTION 13 STATES REVEGY’S ENTIRE LIABILITY AND LICENSEE’S EXCLUSIVE REMEDY FOR ANY CLAIMED, POTENTIAL OR ACTUAL INFRINGEMENT OR FOR ANY ACTION. As an express condition to the foregoing indemnity obligations, the party seeking indemnity shall (i) promptly give written notice notify the indemnifying party in writing of any such actual or threatened loss, suit, claim, liability, expense or proceeding, (ii) allow the indemnifying party, at its own expense, to direct the defense of such suit, claim to CloudNine; or proceeding, (biii) give CloudNine sole control of the defense indemnifying party all information and assistance the indemnifying party considers reasonably useful to defend such suit, claim or proceeding, and (iv) not enter into any settlement of any such suit, claim or proceeding without the claim (provided that CloudNine may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine all available information and assistance; and (d) have not compromised or settled such claim. CloudNine shall have no indemnification obligation, and you shall indemnify CloudNine pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program with any of your products, service, hardware or business process(es)indemnifying party’s written consent.

Mutual Indemnification. You shall indemnify and hold CloudNineCloudNine and your CloudNine Reseller, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine and your CloudNine Reseller of all liability and such settlement does not affect CloudNine's or your CloudNine Reseller's business or Program); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNine; provided that you (a) promptly give written notice of the claim to CloudNine; (b) give CloudNine sole control of the defense and settlement of the claim (provided that CloudNine may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine all available information and assistance; and (d) have not compromised or settled such claim. CloudNine shall have no indemnification obligation, and you shall indemnify CloudNine pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program with any of your products, service, hardware or business process(es).

Mutual Indemnification. You shall indemnify and hold CloudNineAppstation Ltd, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys lawyers and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' legal fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine Appstation Ltd (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense defence and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine Appstation Ltd of all liability and such settlement does not affect CloudNineAppstation Ltd's business or ProgramService); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine Appstation Ltd shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' legal fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine Appstation Ltd of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNineAppstation Ltd; provided that you (a) promptly give written notice of the claim to CloudNineAppstation Ltd; (b) give CloudNine Appstation Ltd sole control of the defense defence and settlement of the claim (provided that CloudNine Appstation Ltd may not settle or defend any claim unless it unconditionally releases you of all liability); ; (c) provide to CloudNine Appstation Ltd all available information and assistance; and (d) have not compromised or settled such claim. CloudNine Appstation Ltd shall have no indemnification obligation, and you shall indemnify CloudNine Appstation Ltd pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your products, service, and hardware or business process(esprocess(s).

Mutual Indemnification. You shall indemnify and hold CloudNineSoftSmiths, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine SoftSmiths (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine SoftSmiths of all liability and such settlement does not affect CloudNine's SoftSmiths' business or ProgramService); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine SoftSmiths shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine SoftSmiths of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNineSoftSmiths; provided that you (a) promptly give written notice of the claim to CloudNineSoftSmiths; (b) give CloudNine SoftSmiths sole control of the defense and settlement of the claim (provided that CloudNine SoftSmiths may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine SoftSmiths all available information and assistance; and (d) have not compromised or settled such claim. CloudNine SoftSmiths shall have no indemnification obligation, and you shall indemnify CloudNine SoftSmiths pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your products, service, hardware or business process(esprocess(s).

Mutual Indemnification. You Customer shall indemnify and hold CloudNineHill Country Technologies, LLC, its licensors and each of such party's parties’ parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you Customer of your the representations and warranties; or (iii) a claim arising from the breach by you Customer or your Users of this Agreement, ; provided in any such case that CloudNine Hill Country Technologies, LLC (ai) gives written notice of the claim promptly to you; Customer (bii) gives you Customer sole control of the defense and settlement of the claim (provided that you Customer may not settle or defend any claim unless you it unconditionally release CloudNine releases Hill Country Technologies, LLC of all liability and such settlement does not affect CloudNineHill Country Technologies, LLC's business or ProgramService); (ciii) provides to you Customer all available information and assistance; and (div) has not compromised or settled such claim. CloudNine Hill Country Technologies, LLC shall indemnify and hold you Customer and your its parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine Hill Country Technologies, LLC of its the representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNineHill Country Technologies, LLC; provided that you Customer (ai) promptly give gives written notice of the claim to CloudNineHill Country Technologies, LLC; (bii) give CloudNine gives Hill Country Technologies, LLC sole control of the defense and settlement of the claim (provided that CloudNine Hill Country Technologies, LLC may not settle or defend any claim unless it unconditionally releases you Customer of all liability); (ciii) provide provides to CloudNine Hill Country Technologies, LLC all available information and assistance; and (div) have has not compromised or settled such claim. CloudNine Hill Country Technologies, LLC shall have no indemnification obligation, and you Customer shall indemnify CloudNine Hill Country Technologies, LLC pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your Customer's products, service, hardware or business process(esprocess(s).

Mutual Indemnification. You shall indemnify and hold CloudNinePipeline, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine Pipeline (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine Pipeline of all liability and such settlement does not affect CloudNinePipeline's business or ProgramService); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine Pipeline shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine Pipeline of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNinePipeline; provided that you (a) promptly give written notice of the claim to CloudNinePipeline; (b) give CloudNine Pipeline sole control of the defense and settlement of the claim (provided that CloudNine Pipeline may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine Pipeline all available information and assistance; and (d) have not compromised or settled such claim. CloudNine Pipeline shall have no indemnification obligation, and you shall indemnify CloudNine Pipeline pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your products, service, hardware or business process(esprocess(s).

Mutual Indemnification. You shall indemnify and hold CloudNineApptimized, its licensors and each such party's ’s parent organizationsorganisations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' ’ fees and costs) arising out of or in connection with: (i) : 1. a claim alleging that use of the a customers’ data Your Data or Your Software programs to which Apptimized shall be permitted access by You infringes the rights of, or has caused harm to, a third party; (ii) ; 2. a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) or 3. a claim arising from the breach by you You or your Your Users of this Agreement, provided in any such case that CloudNine (a) Apptimized 1. gives written notice of the claim promptly to you; (b) ; 2. gives you sole control of the defense defence and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine Apptimized of all liability and such settlement does not affect CloudNine's Apptimized’s business or ProgramService); (c) ; 3. provides to you all available information and assistance; and (d) and 4. has not compromised or settled such claim. CloudNine Apptimized shall indemnify and hold you and your parent organizationsorganisations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' ’ fees and costs) arising out of or in connection with: (i) : 1. a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) ; 2. a claim, which if true, would constitute a violation by CloudNine Apptimized of its representations or warranties; or (iii) or 3. a claim arising from breach of this Agreement by CloudNineApptimized; provided that you (a) you 1. promptly give written notice of the claim to CloudNine; (b) Apptimized; 2. give CloudNine Apptimized sole control of the defense defence and settlement of the claim (provided that CloudNine Apptimized may not settle or defend any claim unless it unconditionally releases you of all liability); (c) ; 3. provide to CloudNine Apptimized all available information and assistance; and (d) and 4. have not compromised or settled such claim. CloudNine Apptimized shall have no indemnification obligation, and you shall indemnify CloudNine Apptimized pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your products, service, hardware or business process(esprocess(s).

Mutual Indemnification. You shall indemnify and hold CloudNineHelios, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine Helios (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine Helios of all liability and such settlement does not affect CloudNineHelios's business or ProgramService); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine Helios shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine Helios of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNineHelios; provided that you (a) promptly give written notice of the claim to CloudNineHelios; (b) give CloudNine Helios sole control of the defense and settlement of the claim (provided that CloudNine Helios may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine Helios all available information and assistance; and (d) have not compromised or settled such claim. CloudNine Helios shall have no indemnification obligation, and you shall indemnify CloudNine Helios pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your products, service, hardware or business process(esprocess(s).

Mutual Indemnification. You shall indemnify and hold CloudNineAscendant, its licensors licensors, its authorized Resellers, and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine Ascendant (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine Ascendant of all liability and such settlement does not affect CloudNineAscendant's business or ProgramService); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine Ascendant shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine Ascendant of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNineAscendant; provided that you (a) promptly give written notice of the claim to CloudNineAscendant; (b) give CloudNine Ascendant sole control of the defense and settlement of the claim (provided that CloudNine Ascendant may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine Ascendant all available information and assistance; and (d) have not compromised or settled such claimclaim (iv) a claim alleging breach, loss, negligent, intentional or reckless storage of Customer Data. CloudNine Ascendant shall have no indemnification obligation, and you shall indemnify CloudNine Ascendant pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your products, service, hardware or business process(esprocess(s).

Mutual Indemnification. You shall indemnify and hold CloudNineVTS Software Ltd, its licensors and each such party's ’s parent organizationsorganisations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' ’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine VTS Software Ltd (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense defence and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine VTS Software Ltd of all liability and such settlement does not affect CloudNine's VTS Software Ltd’s business or ProgramService); (c) provides to you all available information and assistance; and and (d) has not compromised or settled such claim. CloudNine VTS Software Ltd shall indemnify and hold you and your parent organizationsorganisations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' ’ fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine VTS Software Ltd of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNineVTS Software Ltd; provided that you (a) promptly give written notice of the claim to CloudNineVTS Software Ltd; (b) give CloudNine VTS Software Ltd sole control of the defense defence and settlement of the claim (provided that CloudNine VTS Software Ltd may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine VTS Software Ltd all available information and assistance; and (d) have not compromised or settled such claim. CloudNine VTS Software Ltd shall have no indemnification obligation, and you shall indemnify CloudNine VTS Software Ltd pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your products, service, hardware or business process(esprocess(s).

Mutual Indemnification. You shall indemnify and hold CloudNineBNTouch, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you You of your Your representations and warranties; or (iii) a claim arising from the breach by you You or your Your Users of this Agreement, provided in any such case that CloudNine BNTouch (a) gives written notice of the claim promptly to youYou; (b) gives you You sole control of the defense and settlement of the claim (provided that you You may not settle or defend any claim unless you You unconditionally release CloudNine BNTouch of all liability and such settlement does not affect CloudNineBNTouch's business or ProgramService); (c) provides to you You all available information and assistance; and (d) has not compromised or settled such claim. CloudNine BNTouch shall indemnify and hold you You and your Your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine BNTouch of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNineBNTouch; provided that you You (a) promptly give written notice of the claim to CloudNineBNTouch; (b) give CloudNine BNTouch sole control of the defense and settlement of the claim (provided that CloudNine BNTouch may not settle or defend any claim unless it unconditionally releases you You of all liability); (c) provide to CloudNine BNTouch all available information and assistance; and (d) have not compromised or settled such claim. CloudNine BNTouch shall have no indemnification obligation, and you You shall indemnify CloudNine BNTouch pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your Your products, service, hardware or business process(es)processes.

Mutual Indemnification. You shall indemnify and hold CloudNineXxxxx Xxxxxxxxx, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: : (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; ; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine Adara Pipeliner (a) gives written notice of the claim promptly to you; ; (b) gives you sole control of the defense defence and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine Adara Pipeliner of all liability and such settlement does not affect CloudNineAdara Pipeliner's business or ProgramService); ; (c) provides to you all available information and assistance; and and (d) has not compromised or settled such claim. CloudNine Adara Pipeliner shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: : (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, copyright or a trademark of a third party; ; (ii) a claim, which if true, would constitute a violation by CloudNine Adara Pipeliner of its representations or warranties; or or (iii) a claim arising from breach of this Agreement by CloudNineXxxxx Xxxxxxxxx; provided that you you (a) promptly give written notice of the claim to CloudNine; Xxxxx Xxxxxxxxx; (b) give CloudNine Xxxxx Xxxxxxxxx sole control of the defense defence and settlement of the claim (provided that CloudNine Xxxxx Xxxxxxxxx may not settle or defend any claim unless it unconditionally releases you of all liability); ; (c) provide to CloudNine Adara Pipeliner all available information and assistance; and and (d) have not compromised or settled such claim. CloudNine Adara Pipeliner shall have no indemnification obligation, and you shall indemnify CloudNine Adara Pipeliner pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your products, service, hardware or business process(esprocess(s).

Mutual Indemnification. You shall indemnify and hold CloudNineeMaint, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all third party claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine eMaint (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine eMaint of all liability and such settlement does not affect CloudNineeMaint's business or ProgramService); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine eMaint shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all third party: claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine eMaint of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNineeMaint; provided that you (a) promptly give written notice of the claim to CloudNineeMaint; (b) give CloudNine eMaint sole control of the defense and settlement of the claim (provided that CloudNine eMaint may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine eMaint all available information and assistance; and (d) have not compromised or settled such claim. CloudNine eMaint shall have no indemnification obligation, and you shall indemnify CloudNine pursuant to this Agreement, obligation for claims arising from any infringement arising from the combination of the Program Service with any of your products, service, hardware or business process(esprocess(s).

Mutual Indemnification. 9.1. You shall indemnify and hold CloudNineIntertel Telecom, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that your use of the a customers’ data Service infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine Intertel Telecom (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine Intertel Telecom of all liability and such settlement does not affect CloudNineIntertel Telecom's business or ProgramService); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. 9.2. CloudNine Intertel Telecom shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine Intertel Telecom of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNineIntertel Telecom; provided that you (a) promptly give written notice of the claim to CloudNineIntertel Telecom; (b) give CloudNine Intertel Telecom sole control of the defense and settlement of the claim (provided that CloudNine Intertel Telecom may not settle or defend any claim unless it unconditionally releases you of all liability); ; (c) provide to CloudNine Intertel Telecom all available information and assistance; and (d) have not compromised or settled such claim. CloudNine Intertel Telecom shall have no indemnification obligation, and you shall indemnify CloudNine Intertel Telecom pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your products, service, hardware or business process(esprocess(s).

Mutual Indemnification. You shall indemnify and hold CloudNinexxxxxxxxxx.xxx, its licensors and each such party's ’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' ’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine xxxxxxxxxx.xxx (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine xxxxxxxxxx.xxx of all liability and such settlement does not affect CloudNine's xxxxxxxxxx.xxx’s business or ProgramService); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine Xxxxxxxxxx.xxx shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' ’ fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine xxxxxxxxxx.xxx of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNinexxxxxxxxxx.xxx; provided that you (a) promptly give written notice of the claim to CloudNinexxxxxxxxxx.xxx; (b) give CloudNine xxxxxxxxxx.xxx sole control of the defense and settlement of the claim (provided that CloudNine xxxxxxxxxx.xxx may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine xxxxxxxxxx.xxx all available information and assistance; and (d) have not compromised or settled such claim. CloudNine Xxxxxxxxxx.xxx shall have no indemnification obligation, and you shall indemnify CloudNine xxxxxxxxxx.xxx pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your products, service, hardware or business process(esprocess(s).

Mutual Indemnification. You shall indemnify and hold CloudNineRevegy, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not . Revegy shall defend or settle or defend at its expense any claim unless you unconditionally release CloudNine of all liability and such settlement does not affect CloudNine's business or Program); suit (can "Action") provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine shall indemnify and hold you and your parent organizationsagainst you, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging with an assertion that the Program directly Service or the use thereof as specifically authorized by Revegy, infringes a copyright, a any U.S. patent issued in existence as of the Effective Date, U.S. copyright or trademark rights or misappropriates a trademark trade secret of a any third party; provided that Revegy shall have no obligation under this Section to the extent any claim of infringement or misappropriation results from (i) use of the Services in combination with any other hardware or software supplied by any third person or entity other than Revegy; (ii) a claim, which if true, would constitute a violation by CloudNine any alteration or modification of its representations or warrantiesthe Services not provided Revegy; or (iii) use of the Services in a claim arising from breach way not intended by Revegy or not provided for or described in the applicable Documentation, if such infringement would not have occurred but for such combination, alteration, modification or unintended or unauthorized use of the Services. Should Services become, or in Revegy’s opinion be likely to become, the subject of an Action, Revegy may, at its discretion, (i) obtain for you, at no additional cost, the right to continue using the Services under this Agreement by CloudNineAgreement; provided (ii) modify or replace the Services to avoid such claim, or (iii) if Revegy determines that you neither (ai) or (ii) is commercially practicable, terminate the license to the Services and refund the pre-paid, unused fees. THIS SECTION STATES REVEGY’S ENTIRE LIABILITY AND LICENSEE’S EXCLUSIVE REMEDY FOR ANY CLAIMED, POTENTIAL OR ACTUAL INFRINGEMENT OR FOR ANY ACTION. As an express condition to the foregoing indemnity obligations, the party seeking indemnity shall (i) promptly give written notice notify the indemnifying party in writing of any such actual or threatened loss, suit, claim, liability, expense or proceeding, (ii) allow the indemnifying party, at its own expense, to direct the defense of such suit, claim to CloudNine; or proceeding, (biii) give CloudNine sole control of the defense indemnifying party all information and assistance the indemnifying party considers reasonably useful to defend such suit, claim or proceeding, and (iv) not enter into any settlement of any such suit, claim or proceeding without the claim (provided that CloudNine may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine all available information and assistance; and (d) have not compromised or settled such claim. CloudNine shall have no indemnification obligation, and you shall indemnify CloudNine pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program with any of your products, service, hardware or business process(es)indemnifying party’s written consent.

Mutual Indemnification. You shall indemnify and hold CloudNine, Training Tracker LLC its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine Training Tracker LLC (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine Training Tracker LLC of all liability and such settlement does not affect CloudNine's Training Tracker LLC’ business or ProgramService); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine Training Tracker LLC shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine Training Tracker LLC of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNineTraining Tracker LLC; provided that you (a) promptly give written notice of the claim to CloudNineTraining Tracker LLC; (b) give CloudNine Training Tracker LLC sole control of the defense and settlement of the claim (provided that CloudNine Training Tracker LLC may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine all available information and assistance; and (d) have not compromised or settled such claim. CloudNine shall have no indemnification obligation, and you shall indemnify CloudNine pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program with any of your products, service, hardware or business process(es).;

Mutual Indemnification. You shall defend and indemnify and hold CloudNineXXXXx.xxx, RxScan, Ltd., and its licensors and each such party's parent organizations, subsidiarieslicensors, affiliates, officers, directors, employees, attorneys licensors, suppliers and agents harmless from and against any and all claims, actions or demands, costs, damages, losses, liabilities liabilities, expenses and expenses settlements (including attorneys' fees and costs) arising out of of, alleged to result from, or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of any of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine XXXXx.xxx (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine XXXXx.xxx and RxScan, Ltd. of all liability and such settlement does not affect CloudNine's XXXXx.xxx’s business or ProgramService); (c) provides to you all available information and reasonable assistance; and (d) has not materially compromised or settled such claim. CloudNine XXXXx.xxx shall defend and indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys employees and agents harmless from and against any and all claims, actions or demands, costs, damages, losses, liabilities liabilities, expenses and expenses settlements (including attorneys' fees and costs) arising out of of, alleged to result from, or in connection with: (i) a claim alleging that the Program Service directly infringes a U.S. copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine XXXXx.xxx of any of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNineXXXXx.xxx; provided that you (a) promptly give written notice of the claim to CloudNineXXXXx.xxx; (b) give CloudNine XXXXx.xxx sole control of the defense and settlement of the claim (provided that CloudNine XXXXx.xxx may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine XXXXx.xxx all available information and reasonable assistance; and (d) have not materially compromised or settled such claim. CloudNine XXXXx.xxx shall have no indemnification obligation, and you shall indemnify CloudNine XXXXx.xxx pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your products, service, hardware or business process(esprocess(s).

Mutual Indemnification. You shall indemnify and hold CloudNineSoftware AG, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine Software AG (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine Software AG of all liability and such settlement does not affect CloudNine's Software AG' business or ProgramService); and (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine Software AG shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with: : (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. copyright or patent issued as of the Effective Date, or a trademark of a third party; or (ii) a claim, which if true, would constitute a violation by CloudNine of its representations or warranties; or (iii) a claim arising from a material breach of this Agreement by CloudNineSoftware AG; provided that you (a) promptly give written notice of the claim to CloudNineSoftware AG; (b) give CloudNine Software AG sole control of the defense and settlement of the claim (provided that CloudNine may not settle or defend any claim unless it unconditionally releases you of all liability)claim; and (c) provide to CloudNine Software AG all available information and assistance; and (d) have not compromised or settled assistance in the defense of such claim. CloudNine Notwithstanding the foregoing, Software AG shall have no indemnification obligation, and you shall indemnify CloudNine Software AG pursuant to this Agreementyour indemnification obligations set forth above, for infringement claims arising from any infringement arising from that would not have arisen but for the combination of the Program with any use of your Customer Data, or any products, service, hardware or business process(es)process(s) provided by you, in combination with the Service.

Mutual Indemnification. You 12.1. Each Party shall indemnify indemnify, defend, and hold CloudNineharmless the other Party (“Indemnitee”), including its licensors and each such party's parent organizations, subsidiaries, affiliatesdirectors, officers, directors, employees, attorneys agents and agents harmless affiliates from and against any and all claims, costslosses, damages, lossessettlement, liabilities recovery, judgment, expenses and expenses costs (including reasonable attorneys' fees ’ fees), or liabilities as a result of (a) any claims or demands against the Indemnitee by a Third Party for injury to and costsdeath of persons, and damage to and loss of property that are caused by, or arise from the Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission. Indemnifying Party’s (“Indemnitor”) performance and obligations under the Agreement; b) any claims or demands against Indemnitee by a Third Party that products or services furnished by Indemnitor within the scope of the Agreement actually or allegedly violates, infringes or misappropriates any patent, copyright, trademark, trade secret or other proprietary rights of the Third Party; provided that Registry shall not indemnify CTIA for any claim based on its provision of Registry Services as set forth in the Assignment Guidelines unless the claim is based on Registry’s negligence or intentional misconduct in its provision of Registry Services; likewise, CTIA shall not indemnify Registry for any claim based on Registry’s provision of Registry Services as set forth in the Assignment Guidelines unless the claim is based on CTIA’s negligence or intentional misconduct in its performance of its obligations under this Agreement; c) any claims or demands against Indemnitee by a Third Party to the extent arising out from the negligence or intentional misconduct of Indemnitor acting or in connection with: failing to act within the scope of this Agreement; or (id) any claims or demands against the Indemnitee by a Third Party arising from an actual breach of any of the Indemnitor’s obligations, representations, or warranties contained herein. In the event that a Third Party brings a claim alleging or demand against Registry and such claim or demand arises from a Carrier’s refusal or intentional failure to abide by the Assignment Guidelines, CTIA shall indemnify Registry for any direct damages as a result of Carrier’s misconduct with respect to the Assignment Guidelines, provided that Carriers indemnify CTIA for such Third Party claims against Registry. CTIA shall use reasonable and good faith efforts in its attempt to reach an agreement with Carriers concerning indemnification of CTIA for Third Party claims against Registry. 12.2. In claiming any indemnification under this Agreement, the a customers’ data infringes Party claiming indemnification (the rights of, or has caused harm to, a third party; (ii“Claimant”) a shall provide the other Party with written notice of any claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users Claimant believes falls within the scope of this Agreement. The Claimant may, at its own expense, assist in the defense if it so chooses, provided in that the other Party shall control such defense and all negotiations relative to the settlement of any such case that CloudNine (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (further provided that you may any settlement intended to bind the Claimant shall not settle or defend any claim unless you unconditionally release CloudNine of all liability and such settlement does not affect CloudNine's business or Program); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that be final without the Program directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNine; provided that you (a) promptly give Claimant’s written notice of the claim to CloudNine; (b) give CloudNine sole control of the defense and settlement of the claim (provided that CloudNine may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine all available information and assistance; and (d) have not compromised or settled such claim. CloudNine shall have no indemnification obligation, and you shall indemnify CloudNine pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program with any of your products, service, hardware or business process(es)consent.

Mutual Indemnification. You shall indemnify and hold CloudNinee-BizSoft, Inc., its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine e-BizSoft, Inc. (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine e- BizSoft, Inc. of all liability and such settlement does not affect CloudNinee-BizSoft, Inc.'s business or ProgramService); ; (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine e-BizSoft, Inc. shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine e-BizSoft, Inc. of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNinee-BizSoft, Inc.; provided that you (a) promptly give written notice of the claim to CloudNinee-BizSoft, Inc.; (b) give CloudNine e-BizSoft, Inc. sole control of the defense and settlement of the claim (provided that CloudNine e-BizSoft, Inc. may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine e-BizSoft, Inc. all available information and assistance; and (d) have not compromised or settled such claim. CloudNine e-BizSoft, Inc. shall have no indemnification obligation, and you shall indemnify CloudNine e-BizSoft, Inc. pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your products, service, and hardware or business process(es)process.

Mutual Indemnification. You shall indemnify and hold CloudNineComplianceBridge Corp., its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine ComplianceBridge Corp. (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine ComplianceBridge Corp. of all liability and such settlement does not affect CloudNineComplianceBridge Corp.'s business business, personnel or ProgramService); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine ComplianceBridge Corp. shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine ComplianceBridge Corp. of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNineComplianceBridge Corp.; provided that you (a) promptly give written notice of the claim to CloudNineComplianceBridge Corp.; (b) give CloudNine ComplianceBridge Corp. sole control of the defense and settlement of the claim (provided that CloudNine ComplianceBridge Corp. may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine ComplianceBridge Corp. all available information and assistance; and (d) have not compromised or settled such claim. CloudNine ComplianceBridge Corp. shall have no indemnification obligation, and you shall indemnify CloudNine ComplianceBridge Corp. pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your products, service, hardware or business process(esprocess(s).

Mutual Indemnification. You shall indemnify and hold CloudNineCloserware, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you You of your Your representations and warranties; or (iii) a claim arising from the breach by you You or your Your Users of this Agreement, provided in any such case that CloudNine Closerware (a) gives written notice of the claim promptly to youYou; (b) gives you You sole control of the defense and settlement of the claim (provided that you You may not settle or defend any claim unless you You unconditionally release CloudNine Closerware of all liability and such settlement does not affect CloudNineCloserware's business or ProgramService); (c) provides to you You all available information and assistance; and (d) has not compromised or settled such claim. CloudNine Closerware shall indemnify and hold you You and your Your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Dateeffective date of this Agreement, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine Closerware of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNine; provided that you (a) promptly give written notice of the claim to CloudNine; (b) give CloudNine sole control of the defense and settlement of the claim (provided that CloudNine may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine all available information and assistance; and (d) have not compromised or settled such claim. CloudNine shall have no indemnification obligation, and you shall indemnify CloudNine pursuant to warranties in this Agreement, for claims arising from any infringement arising from the combination of the Program with any of your products, service, hardware or business process(es).; or

Mutual Indemnification. You Customer shall indemnify and hold CloudNineVendor, its licensors and each such party's ’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities liabilities, and expenses (including attorneys' ’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you Customer of your Customer’s representations and warranties; or (iii) a claim arising from the breach by you Customer or your Customer Users of this Agreement, provided in any such case that CloudNine Vendor (a) gives written notice of the claim promptly to youCustomer; (b) gives you Customer sole control of the defense and settlement of the claim (provided that you Customer may not settle or defend any claim unless you Customer unconditionally release CloudNine Vendor of all liability and such settlement does not affect CloudNine's Vendor’s business or ProgramService); (c) provides to you Customer all available information and assistance; and (d) has not compromised or settled such claim. CloudNine Vendor shall indemnify and hold you Corporate Customer and your Corporate Customer’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities liabilities, and expenses (including attorneys' ’ fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine Vendor of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNineVendor; provided that you Corporate Customer (a) promptly give written notice of the claim to CloudNineVendor; (b) give CloudNine Vendor sole control of the defense and settlement of the claim (provided that CloudNine Vendor may not settle or defend any claim unless it unconditionally releases you Customer of all liability); (c) provide to CloudNine Vendor all available information and assistance; and (d) have not compromised or settled such claim. CloudNine Vendor shall have no indemnification obligation, and you Customer shall indemnify CloudNine Vendor pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your Customer products, service, hardware or business process(esprocess(s).

Mutual Indemnification. You shall indemnify and hold CloudNineITS, its licensors and each such party's ’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' ’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine ITS (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine ITS of all liability and such settlement does not affect CloudNine's ITS’s business or ProgramService); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine ITS shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' ’ fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine ITS of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNineITS; provided that you (a) promptly give written notice of the claim to CloudNineITS; (b) give CloudNine ITS sole control of the defense and settlement of the claim (provided that CloudNine ITS may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine ITS all available information and assistance; and (d) have not compromised or settled such claim. CloudNine ITS shall have no indemnification obligation, and you shall indemnify CloudNine ITS pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your products, service, hardware or business process(esprocess(s).

Mutual Indemnification. You shall defend, indemnify and hold CloudNineNEW PLANET TECHNOLOGIES, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine NEW PLANET TECHNOLOGIES (a) gives written notice of the claim promptly to you; (b) except in the event of a conflict of interest between you and NEW PLANET TECHNOLOGIES, gives you sole reasonable control of the defense and settlement of the claim (claim, provided that (i) you may not settle or defend any claim unless you such settlement unconditionally release CloudNine releases NEW PLANET TECHNOLOGIES of all liability and (ii) such settlement does not negatively affect CloudNine's or disrupt NEW PLANET TECHNOLOGIES’ business or Program)the Service; (c) provides you with reasonable access to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine NEW PLANET TECHNOLOGIES shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities liabilities, and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine NEW PLANET TECHNOLOGIES of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNineNEW PLANET TECHNOLOGIES; provided that you (a) promptly give written notice of the claim to CloudNineNEW PLANET TECHNOLOGIES; (b) give CloudNine sole except in the event of a conflict of interest between you and NEW PLANET TECHNOLOGIES, gives NEW PLANET TECHNOLOGIES reasonable control of the defense and settlement of the claim (claim, provided that CloudNine (i) NEW PLANET TECHNOLOGIES may not settle or defend any claim unless it such settlement unconditionally releases you of all liability)liability and (ii) such settlement does not negatively affect or disrupt your business or the Service; (c) provide to CloudNine all available NEW PLANET TECHNOLOGIES with reasonable access to information and assistance; and and (d) have not compromised or settled such claim. CloudNine NEW PLANET TECHNOLOGIES shall have no indemnification obligation, and you shall indemnify CloudNine NEW PLANET TECHNOLOGIES pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your products, service, hardware hardware, or business process(esprocess(s).

Mutual Indemnification. You shall indemnify and hold CloudNinexxxxxxxxxx.xxx, its licensors and each such party's ’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' ’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine xxxxxxxxxx.xxx (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine xxxxxxxxxx.xxx of all liability and such settlement does not affect CloudNine's xxxxxxxxxx.xxx’s business or ProgramService); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine Xxxxxxxxxx.xxx shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' ’ fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine xxxxxxxxxx.xxx of its representations or and warranties; or (iii) a claim arising from breach of this Agreement by CloudNinexxxxxxxxxx.xxx; provided that you (a) promptly give written notice of the claim to CloudNinexxxxxxxxxx.xxx; (b) give CloudNine xxxxxxxxxx.xxx sole control of the defense and settlement of the claim (provided that CloudNine xxxxxxxxxx.xxx may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine xxxxxxxxxx.xxx all available information and assistance; and (d) have not compromised or settled such claim. CloudNine Xxxxxxxxxx.xxx shall have no indemnification obligation, and you shall indemnify CloudNine xxxxxxxxxx.xxx pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your products, service, hardware or business process(esprocess(s).

Mutual Indemnification. You 11.14.1 Each Party (in this capacity referred to as “Indemnitor”) does hereby and shall at all times indemnify and hold CloudNine, harmless the JV and the other Party and its licensors and each such party's parent organizations, subsidiaries, affiliates, and all officers, directors, employeesmanagers, attorneys agents, attorneys, and agents harmless employees of the foregoing (in this capacity individually referred to as an “Indemnitee”) from and against any and all costs, claims, costscharges, recoveries, losses, expenses (including but not limited to attorneys’ fees and disbursements), liabilities, damages, lossesjudgments, liabilities settlements, injunctions, compromises, penalties, decrees or any other loss of any kind or nature whatsoever (all referred to herein as “Loss”) which may be made, asserted, maintained or secured against, or suffered by, any Indemnitee caused by or arising out of (i) any breach by Indemnitor of any of its representations, warranties, agreements or undertakings herein or in the agreements attached hereto or contemplated herein; or (ii) any acts prohibited by this Agreement. 11.14.2 Indemnitees agree to give Indemnitor notice of any claim, demand or action which is or may be subject to this Section 11.14 (“Claim”) promptly after obtaining knowledge thereof and shall on request make available to Indemnitor all documents relating to the Claim, but failure to give notice shall not affect the right of any Indemnitee to indemnification herein if the Indemnitee can establish that Indemnitor is not prejudiced by such failure. Promptly upon receipt of such notice or upon obtaining knowledge of any Claim, Indemnitor agrees to assume the defense of the Claim on behalf of itself and Indemnitees at the sole cost of Indemnitor. Indemnitees or each of them shall have the right to participate in the defense of any Claim through counsel of their choice at their own expense. If Indemnitor fails to promptly assume the defense of any Claim, Indemnitees or any of them may do so and Indemnitor shall promptly reimburse Indemnitees for all costs and expenses (including but not limited to attorneys' ’ fees and costsdisbursements) arising out of or incurred in connection with: (i) a claim alleging that use therewith as such are incurred. If Indemnitor shall fail to reimburse Indemnitees after reasonable notice, then, without waiving their rights otherwise to enforce such reimbursement, the JV shall, on behalf of Indemnitees, have the a customers’ data infringes right to deduct the rights ofsaid amount of such payments, costs and expenses, or has caused harm toany part thereof, a third party; (ii) a claim, which if true, would constitute a violation by you from any sums accruing to or for the account of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine of all liability and such settlement does not affect CloudNine's business or Program); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine of its representations or warranties; or (iii) a claim arising from breach of Indemnitor under this Agreement by CloudNine; provided that you (a) promptly give written notice of and pay the claim same to CloudNine; (b) give CloudNine sole control of the defense and settlement of the claim (provided that CloudNine may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine all available information and assistance; and (d) have not compromised or settled such claim. CloudNine shall have no indemnification obligation, and you shall indemnify CloudNine pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program with any of your products, service, hardware or business process(esIndemnitee(s).

Mutual Indemnification. You shall indemnify and hold CloudNineVideoRegister, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine VideoRegister (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine VideoRegister of all liability and such settlement does not affect CloudNine's VideoRegister business or ProgramService); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claimclaims. CloudNine VideoRegister shall have no indemnification obligation, and you shall indemnify VideoRegister pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, and hardware or business process. VideoRegister shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine VideoRegister of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNineVideoRegister; provided that you (a) promptly give written notice of the claim to CloudNineVideoRegister; (b) give CloudNine VideoRegister sole control of the defense and settlement of the claim (provided that CloudNine VideoRegister may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine VideoRegister all available information and assistance; and (d) have not compromised or settled such claim. CloudNine shall have no indemnification obligation, and you shall indemnify CloudNine pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program with any of your products, service, hardware or business process(es)claims.

Mutual Indemnification. You shall indemnify and hold CloudNineAceBOOK, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine AceBOOK (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense defence and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine AceBOOK of all liability and such settlement does not affect CloudNineAceBOOK's business or ProgramService); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine AceBOOK shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine AceBOOK of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNineAceBOOK; provided that you (a) promptly give written notice of the claim to CloudNineAceBOOK; (b) give CloudNine AceBOOK sole control of the defense defence and settlement of the claim (provided that CloudNine AceBOOK may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine AceBOOK all available information and assistance; and (d) have not compromised or settled such claim. CloudNine AceBOOK shall have no indemnification obligation, and you shall indemnify CloudNine AceBOOK pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your products, service, hardware or business process(esprocess(s).

Mutual Indemnification. You shall indemnify and hold CloudNineResellerbin, its licensors and each such party's parent organizationsorganisations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine Resellerbin (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense defence and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine Resellerbin of all liability and such settlement does not affect CloudNine's Resellerbin’s business or ProgramService); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine Resellerbin shall indemnify and hold you and your parent organizationsorganisations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine Resellerbin of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNineResellerbin; provided that you (a) promptly give written notice of the claim to CloudNineResellerbin; (b) give CloudNine Resellerbin sole control of the defense defence and settlement of the claim (provided that CloudNine Resellerbin may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine Resellerbin all available information and assistance; and (d) have not compromised or settled such claim. CloudNine Resellerbin shall have no indemnification obligation, and you shall indemnify CloudNine Resellerbin pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your products, service, and hardware or business process(es).processes

Mutual Indemnification. You shall indemnify and hold CloudNineTAM, TAM’s Group Companies and its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' all legal fees and costs) arising out of or in connection with: ; (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine TAM (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense defence and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine TAM of all liability and such settlement does not affect CloudNineTAM's business or ProgramService); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine TAM shall indemnify and hold you and your parent organizationsorganisations, subsidiaries, affiliates, officers, directors, employees, attorneys solicitors and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' legal fees and costs) arising out of or in connection with: ; (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, copyright or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine TAM of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNineTAM; provided that you (a) promptly give written notice of the claim to CloudNineTAM (xxxxx@xxxxxxxxxxxxxxxx.xxx); (b) give CloudNine TAM sole control of the defense defence and settlement of the claim (provided that CloudNine TAM may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine all available information and assistance; and (d) have not compromised or settled such claim. CloudNine shall have no indemnification obligation, and you shall indemnify CloudNine pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program with any of your products, service, hardware or business process(es).;