Partner Indemnification. Partner shall defend RN and its directors, officers, agents, employees and representatives, in any third party action for infringement by, or alleged infringement by the Partner Products of any trademark, service xxxx, patent, copyright, or misappropriation of any trade secret by the Partner Products, and will pay any final judgments awarded or settlements entered into in any such action. RN agrees that it shall notify Partner of all threats, claims and proceedings related to any such suit promptly after such threat, claim or proceeding comes to the attention of RN. Partner shall have sole control of the defense and/or settlement of any such suit, and RN shall furnish to Partner, upon request, information available to RN for such defense, and shall provide Partner with such assistance in defending such suits as is requested by Partner, at Partner's expense. If RN's use of the Partner Products under the terms of this Agreement is, or in Partner's opinion is likely to be, enjoined due to the type of infringement or misappropriation specified above, then Partner may, at its sole option and expense, either (i) procure for RN the right to continue using the Partner Products under the terms of this Agreement; or (ii)replace or modify the affected Partner Products so that it is noninfringing and substantially equivalent in function to the enjoined Partner Products. The foregoing obligation of Partner does not apply (i) with respect to versions of the Partner Products or portions or components thereof: (a)that are modified after shipment, if the alleged infringement relates to such modification, and if such modification was not authorized, expressly permitted or performed by Partner; (b)that are combined with other products, processes or materials, if the alleged infringement relates to such combination and if Partner did not authorize or expressly permit the combination; or (c) where RN's use of the Partner Products is not in accordance with the license granted under this Agreement; or (ii) for use or distribution of Partner Products or otherwise not in accordance with the terms and conditions of this Agreement.
Partner Indemnification. Partner agrees to defend iCIMS, its affiliates, and their respective directors, officers, employees, licensors, and agents (each an “iCIMS Indemnitee”) from and against any third-party claim, demand, lawsuit or legal action: (i) alleging that Partner Materials or the Partner Offering infringe or violate an Intellectual Property Right of a third party; (ii) arising from the gross negligence or intentional misconduct of Partner or its affiliates, and their respective employees and agents; (iii) arising from any violation of Partner’s obligations in this Agreement; or (iv) arising from Partner’s violation of an applicable law or regulation (including any anti-corruption, anti-kickback, or anti- bribery law), (each of (i), (ii), (iii), and (iv) a “Partner Indemnified Claim”), and indemnify each iCIMS Indemnitee against any damages, attorneys’ fees, or other costs awarded against it in connection with a Partner Indemnified Claim.
Partner Indemnification. Partner agrees to indemnify and hold SDC, its affiliates, and any of their respective executives, officers, employees, agents, suppliers and customers (including Users) (collectively, “Indemnitees”) harmless from and against any and all claims, damages, losses, liabilities, costs and expenses (including, but not limited to, court costs and reasonable attorneys’ fees) arising out of, or in connection with, (a) Partner’s use of the Surprise Platform, Services or Software, (b) Partner’s breach of any terms and conditions set forth in this Agreement, (c) any death, injury, harm or other loss arising out of or in connection with the award, delivery or use of prizes, and (d) any claim that the Partner Marks, Partner’s systems or any information, data, technology or other materials provided or otherwise made available to SDC hereunder by or on behalf of Partner or the receipt or use thereof by any Indemnitee (directly or indirectly) infringes upon, misappropriates or otherwise violates any intellectual property right or other proprietary right of a third party.
Partner Indemnification. Partner agrees to indemnify, defend and hold harmless Weebly and any Weebly Related Entities and the directors, officers, employees, subcontractors and agents thereof (collectively, the “Indemnified Party”), with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees, to the extent that such action is based upon or arises out of: (a) Partner’s breach of any representation, warranty, obligation or covenant under this Agreement; (b) any third party claim that the App infringes, violates or misappropriates any intellectual property, proprietary or personal right of a third party, including without limitation infringement of third party privacy rights; (c) any allegation relating to the use or inability to use the App, including any product liability claims; (d) Partner’s gross negligence or willful misconduct; or (e) any warranty, condition, representation, indemnity or guarantee relating to Weebly and Weebly Related Entities granted by Partner to any prospective partner or other third party.
Partner Indemnification. Partner agrees to indemnify, defend and hold Company harmless from any and all damages, liabilities, and costs incurred by Company as a result of any claim against Company by any third party resulting from Partner’s sale of its Application, delivery of any professional services related to the implementation of its Application, or breach of the Agreement. If Company receives notice of a claim based upon Partner’s breach, Company will promptly notify Partner in writing of such claim and will permit Partner to have the sole control of the defense any such claim or action and all negotiations for its settlement and compromise, provided Partner can provide adequate assurances to Company that Partner will diligently pursue resolution of the claim.
Partner Indemnification. Partner shall defend, indemnify and hold Xxxxxxx.xx and its affiliates and their officers, directors and employees harmless from and against any and all claims, suits, actual damages, costs and expenses, including reasonable attorneys' fees, brought against or suffered by such Xxxxxxx.xx indemnified parties to the extent that (a) they arise out of or relate to a claim that the Partner’s service (exclusive of Xxxxxxx.xx’s intellectual property) in whole or in part infringes, misappropriates, or otherwise violates any third party’s intellectual property rights; and/or (b) Partner (i) causes any personal injury and/or tangible property damage or harm to an End Customer or End Customer’s computer system or privacy; and/or (ii) improperly characterizes, removes or interferes with third- party software, files, data, text or code or any similar claim. Partner’s obligation hereunder is subject to Xxxxxxx.xx notifying Partner promptly in writing of any such claim; providing Partner the sole right to defend, compromise or settle the claim (provided that Partner obtains Xxxxxxx.xx’s prior written consent for any settlement which requires Xxxxxxx.xx to make any admission of fault or pay any amounts in connection with such settlement); and providing Partner with all available information and assistance in connection with the defense or settlement of such claim.
Partner Indemnification. Partner shall indemnify, hold harmless and (at Snow’s option) defend Snow from and against any third party claim and related liability, damages, and expenses (including reasonable attorneys’ fees) which arise from: (a) Partner’s breach, or alleged breach, of any term of this Agreement, (b) Partner’s issuance of any warranty or representation regarding Snow or its products or services, or (c) Partner’s acts or omissions in connection with the marketing, resale, or provision of the Products under this Agreement.
Partner Indemnification. Partner shall defend, indemnify and hold 1Password and its subsidiaries and its directors, officers, employees, consultants, affiliates and agents harmless against any and all damages, liability, costs and expenses (including legal fees and expenses) arising out of any third party (including from any Customer or Authorized User(s)) claim, suit, action, damages, costs, losses, expenses and other liabilities arising from or in connection with any breach by Partner of any of Partner’s covenants, representations, warranties or obligations contained in this Agreement.
Partner Indemnification. You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) your participation in the Program, (b) our use of the prospect or lead data you provided us, (c) your noncompliance with or breach of this Agreement, (d) your use of or participation in the Optional Programs, (e) your use of the HubSpot Demo Account, or (f) our use of the Participant Marks. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
Partner Indemnification. Partner shall indemnify, defend, and hold harmless Solver and its Affiliates, and each of its and their respective officers, directors, employees, agents, successors, and permitted assigns (each, a “Solver Indemnitee”) from and against any and all Losses incurred by a Solver Indemnitee in connection with any Action by a third party (other than an Affiliate of a Solver Indemnitee) that arise from or relate to a material breach by a Partner Indemnitee of the terms of this Agreement.
