Common use of Our Indemnification Clause in Contracts

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 of Third Party Product in violation of the relevant XXXX (whether procured via Us or not), or infringing or misappropriating the rights of a third party or violating applicable law, (iv) 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), (v) information transmitted by You or Your users using any of the Services; or (vi) 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 defence 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. 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 of Third Party Product in violation of the relevant XXXX (whether procured via Us or not), or infringing or misappropriating the rights of a third party or violating applicable law, (iv) 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), (v) information transmitted by You or Your users using any of the Services; or (vi) 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 defence 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.