Our Indemnification. You shall defend Us against any claim, demand, suit, or proceeding made or brought against Us and Our affiliates (which for the avoidance of doubt includes Our Group), Our employees, consultants, contractors and other suppliers (collectively, “Indemnified Party”)
(A) by Your users or (B) by a third party arising out of or related to (i) the Customer Data, (ii) Your or Your users’ use of the Licensed Materials in violation of the Agreement, or infringing or misappropriating the rights of a third party or violating applicable law, (iii) Your or Your users use or misuse of the Licensed Materials or Your or Your users use or misuse of the Customer Data (including, without limitation, accessing, providing access, using or distributing the Customer Data), (iv) information transmitted by You or Your users using any of the Services; or (v) breach by You or Your users of applicable laws including without limitation any privacy or security rules, and shall indemnify each Indemnified Party for any damages finally awarded against, and for reasonable legal fees incurred by, the Indemnified Party in connection with any such claim that are specifically attributable to such claim, or those costs and damages agreed to in a monetary settlement of such action; provided that the Indemnified Party (a) promptly gives You written notice of the claim, (b) gives You sole control of the defense and settlement of the claim (provided that You may not settle or defend any Claim unless it unconditionally releases the Indemnified Party of all liability), and (c) provides You all reasonable assistance, at Your cost.
Our Indemnification. We shall (i) defend and hold you harmless against any claim, suit, demand, or action made or brought against you alleging that Pharmacy’s use of the Services in compliance with the Agreement infringes or misappropriates any individual’s or entity’s intellectual property rights (“Intellectual Property Claims”) and (ii) indemnify you against any settlements with such third party agreed to by us or any awards by a court of competent jurisdiction in favor of such third party bringing the Intellectual Property Claim(s). Our obligations in this section are contingent on being provided prompt written notice of the Intellectual Property Claim, our sole control of the defense and settlement of all Intellectual property Claims (provided we will not settle any such claims without your consent, which you may not unreasonably withhold), and your reasonable cooperation in defending and settling Intellectual Property Claims. For the avoidance of doubt, indemnification under this Section may not be invoked or relied upon for any Intellectual Property Claims that arise from (a) misuse or alteration of the Services if no infringement would have occurred absent such misuse or alteration, (b) use of the Services in combination with any apparatus, hardware, or services not provided or furnished by us or our Affiliates, or (c) use of the Services in a manner for which they were neither designed or contemplated, in each case, if no infringement would have occurred absent such event.
Our Indemnification. You shall defend Us against any claim, demand,
Our Indemnification. Subject to section 10.3, we will indemnify and hold you and your Affiliates, officers, directors, employees, and agents harmless from and against any and all costs, damages, losses, liabilities and expenses, including reasonable attorneys’ fees and costs (collectively, “Damages”) to the extent arising out of a third- party claim alleging that the Services infringe or misappropriate the Intellectual Property Rights of a third party, except to the extent that the alleged infringement is based on: (a) a customization or modification of the Services at your direction or by anyone other than us; (b) use of the Services in combination with any service, software, hardware, network or system not supplied by us, if the alleged infringement relates to such combination; or (c) use of the Services in a manner contrary to our written instructions or the Documentation. If the Services infringe, or we reasonably believe they may infringe, Intellectual Property Rights, we may, at our own expense and option: (i) procure the right for you to continue use of such Services; (ii) modify such Services so that they become non- infringing without material loss of functionality; or (iii) if (i) and (ii) are not feasible, terminate the Agreement and refund you a pro-rata portion of any prepaid and unused fees for the Services.
Our Indemnification. Subject to Section 10.1.1 below, we will defend you against any claim, demand, suit, or proceeding (“Claim”) made or brought against you by an unaffiliated third party arising from or alleging that the use of the F5 Services as permitted hereunder infringes or misappropriates a valid U.S or European Union patent, copyright or trade secret and will indemnify you for any damages finally awarded against you (or any settlement approved by us) in connection with any such Claim. The terms “misappropriate” and “trade secret” are used as defined in the Uniform Trade Secrets Act, except in case of claims arising under any claim governed by the laws of any jurisdiction outside the United States, in which case “misappropriation” will mean intentionally unlawful use and “trade secret” will mean “undisclosed information” as specified in Article 39.2 of the Trade-Related Aspects of Intellectual Property Rights (TRIPS) agreement.
Our Indemnification. Except as otherwise provided in this Agreement,
(a) We agree to be responsible for all fire and casualty loss or damage to the Store building (specified in Exhibit A) and 7-Eleven Equipment (specified in Exhibit B) unless caused by your intentional acts or the intentional acts of your agents or employees.
(b) We agree to indemnify you for losses and damages related to the operation of the Store as provided in the 7-Eleven Contractual Indemnification in Exhibit C to this Agreement, unless such losses or damages are caused by your intentional acts or the intentional acts of your agents or employees. We may cancel this indemnification or change this indemnification and any related definitions one (1) time during each calendar year, or we may replace this indemnification with an insurance policy that we provide or a third-party provides on our behalf. Such cancellation, change, or replacement will be effective on the first day of the first Accounting Period following the thirtieth (30th) day after we give you notice of such cancellation, change, or replacement.
Our Indemnification. Subject to clause 11.3, we will indemnify and hold you and your Affiliates, harmless from and against any and all costs, damages, losses, liabilities and expenses, including reasonable attorneys’ fees and costs (collectively, “Damages”) to the extent arising out of a third- party claim alleging that the Services infringe or misappropriate the Intellectual Property Rights of a third party, except to the extent that the alleged infringement is based on:
(a) a customisation or modification of the Services at your direction or by anyone other than us; (b) use of the Services in combination with any service, software, hardware, network or system not supplied by us, if the alleged infringement relates to such combination; (c) use of the Services in a manner contrary to our written instructions or the Documentation; or (d) your use of the Services after notice of the alleged or actual infringement from us or any appropriate authority. If the Services infringe, or we reasonably believe they may infringe, Intellectual Property Rights, we may, at our own expense and option: (i) procure the right for you to continue use of such Services; (ii) modify such Services so that they become non- infringing without material loss of functionality; or (iii) if (i) and (ii) are not feasible, terminate the Agreement and refund you a pro-rata portion of any prepaid and unused fees for the Services.
Our Indemnification. Subject to section 10.3, we will indemnify and hold you and your Affiliates, officers, directors, employees, and agents harmless from and against any and all costs, damages, losses, liabilities and expenses, including reasonable attorneys’ fees and costs (collectively, “Damages”), to the extent arising out of a claim alleging that the Services infringe or misappropriate the Intellectual Property Rights of a third party, except to the extent that the alleged infringement is based on: (a) a modification of the Services by anyone other than us; (b) use of the Services in combination with any software, hardware, network or system not supplied by us if the alleged infringement relates to such combination; or (c) use of the Services in a manner contrary to our written instructions or the Documentation. If the Services infringe, or we reasonably believe they may infringe, Intellectual Property Rights, we may, at our own expense and option: (i) procure the right for you to continue use of such Services;
Our Indemnification. Subject to section 10.3, we will indemnify and hold you and your Affiliates, officers, directors, employees, and agents harmless from and against any and all costs, damages, losses, liabilities and expenses, including reasonable attorneys’ fees and costs (collectively, “Damages”), to the extent arising out of a claim alleging that the Services infringe or misappropriate the Intellectual Property Rights of a third party, except to the extent that the alleged infringement is based on: (a) a modification of the Services by anyone other than us; (b) use of the Services in combination with any software, hardware, network or system not supplied by us if the alleged infringement relates to such combination; or (c) use of the Services in a manner contrary to our written instructions or the Documentation. If the Services infringe, or we reasonably believe they may infringe, Intellectual Property Rights, we may, at our own expense and option: (i) procure the right for you to continue use of such Services; (ii) modify such Services so that they become non-infringing without material loss of functionality; or (iii) if (i) or (ii) are not feasible, terminate the Agreement and refund you a pro-rata portion of any prepaid fees for the Services covering the period when you were unable to use the Services due to the infringement claim. THE INDEMNIFICATION OBLIGATIONS SET FORTH ABOVE REPRESENT OUR SOLE AND EXCLUSIVE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY THIRD-PARTY CLAIM DESCRIBED IN THIS SECTION.
Our Indemnification. Subject to section 8.3, we will indemnify and hold you and your Affiliates, officers, directors, employees, and agents harmless from and against any and all costs, damages, losses, liabilities and expenses, including attorneys’ fees and costs (collectively, “Damages”) to the extent arising out of a claim alleging that the Services or Deliverables infringe or misappropriate the Intellectual Property Rights of a third party, except to the extent that the alleged infringement is based on: (a) a modification of the Services or Deliverables by anyone other than us; (b) use of the Services or Deliverables in combination with any software, hardware, network or system not supplied by us if the alleged infringement relates to such combination; or (c) use of the Services or Deliverables in a manner contrary to our written instructions. If the Services or Deliverables infringe, or we reasonably believe they may infringe, Intellectual Property Rights, we may, at our own expense and option: (i) procure the right for you to continue use of such Services or Deliverables; (ii) modify such Services or Deliverables so that they become non-infringing without material loss of functionality; or (iii) if (i) or
