Reseller Indemnity. Reseller shall indemnify QuoVadis and its directors, officers, agents, employees, successors and assigns from any and all third-party claims, suits proceedings, judgments, damages, and costs (including reasonable attorneys’ fees and expenses) based on or arising out of (a) Reseller’s breach of this Agreement; (b) Reseller Customers’ breach of the Customer Agreement (as described in Section 3.1.1); or (c) QuoVadis’s revocation of a Certificate pursuant to Reseller direction under Section 3.3.3.
Reseller Indemnity. Reseller shall indemnify DigiCert and its directors, officers, agents, employees, successors and assigns from any and all third-party claims, suits proceedings, judgments, damages, and costs (including reasonable attorneys’ fees and expenses) based on or arising out of (a) Reseller’s breach of this Agreement; (b) Reseller Customers’ breach of the Customer Agreement (as described in Section 3.1.1); or (c) DigiCert’s revocation of a Certificate pursuant to Reseller direction under Section 3.3.3.
Reseller Indemnity. Xxxxxxxx will defend, indemnify and hold harmless Appgate, its Affiliates and each of their respective agents, officers, directors, representatives and employees from and against all Claims, to the extent arising from (1) any breach by Reseller of Sections 5(b) or 5(c) hereof, or (2) Reseller’s or an End User’s infringement or misappropriation of Appgate’s intellectual property rights or exceeding the scope of any license granted by Appgate hereunder.
Reseller Indemnity. Reseller shall defend and/or settle at its expense, any claims, actions or proceedings against BEN and its Affiliates and its and their officers, directors, employees and contractors (the “BEN Indemnified Parties”) to the extent arising out of or relating to (a) bodily injury or damage to tangible or real property, including death, caused by or arising out of any negligent act or omission of Reseller or any of its Affiliates or any of its or their officers, directors, employees, contractors or agents; (b) the provision, use or failure of any product or service provided by Reseller; (c) any representations or warranties made by Reseller in respect to the Services or any portions thereof beyond those authorized in this Agreement; (d) any infringement or misappropriation of any intellectual property or other rights by any Customer Data; or (e) any violation of any law or regulation by Reseller or any of its Affiliates or any of its or their officers, directors, employees, contractors or agents (“BEN Claims”), and Reseller shall pay all damages finally awarded by a court of competent jurisdiction to such third party against any of the BEN Indemnified Parties, or any settlement amounts agreed by Rxxxxxxx in writing. The indemnification obligation of Reseller set forth in this Section 7.2 is subject to the conditions that, BEN shall notify Reseller promptly of any BEN Claims, permit Reseller to control the defense and settlement of such BEN Claims (provided that BXX xxx participate with counsel of its own choosing, at its own expense), and assist Reseller, at Reseller’s expense, in defending or settling such BEN Claims. Reseller shall not be liable for any settlement amounts entered into by BEN without Reseller’s prior written approval.
Reseller Indemnity. Reseller shall indemnify ZealiD and its directors, officers, agents, employees, successors and assigns from any and all third- party claims, suits proceedings, judgments, damages, and costs (including reasonable attorneys’ fees and expenses) based on or arising out of (a) Reseller’s breach of this Agreement or (b) Reseller Customers’ breach of the Customer Agreement (as described in Section 3.1.1).
Reseller Indemnity. Reseller agrees to defend indemnify and hold Kensu and its directors, employees, and agents harmless from and against all liabilities, damages, costs, fees and expenses, including reasonable attorney’s fees, incurred as a result of: (i) any representations, warranties, guarantees, or other written or oral statements made by or on behalf of Reseller relating to the Products other than those specified in the Documentation or as expressly authorized by Xxxxx in writing; or (ii) the failure of Reseller to resell the Products licenses in accordance with this Agreement.
Reseller Indemnity. Except to the extent inconsistent with paragraph 19, Reseller releases and will defend and hold harmless DF3 Technologies and its officers, directors, employees, agents and representatives from any and all claims, losses, damages, liens, liabilities, costs and expenses (including, but not limited to, reasonable attorneys' fees) arising out of or in connection with: (a) Reseller's or any customer's use and sublicensing of the Products and products and services of Reseller, and (b) any acts or omissions of Reseller or its customers. Initial: /s/ NH DF3 TECHNOLOGIES, LLC RESELLER AGREEMENT
Reseller Indemnity. In addition, the KK agrees to indemnify, defend and hold harmless AJI and its licensors from and against any and all liabilities, claims, ------- |*| Indicates that certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
5.2.1 losses, fines, penalties, costs and expenses, including without limitation reasonable attorneys' fees which AJI or its licensors may incur as a result of any third party claims in any form arising out of (A) any statement made by or on behalf of the KK or any reseller of the KK regarding the function or operation of the Corporate Services Software or Corporate Services, and (B) any terms agreed to between the KK and its customers for the Corporate Services, where in each case, such terms do not comply with the minimum license terms set forth in EXHIBIT C.
Reseller Indemnity. In addition, the KK agrees to indemnify, defend and hold harmless AJI and its licensors from and against any and all liabilities, claims, losses, fines, penalties, costs and expenses, including without limitation reasonable attorneys' fees which AJI or its licensors may incur as a result of any third party claims in any form arising out of (A) any statement made by or on behalf of the KK or any reseller of the KK regarding the function or operation of the AJ Assets, and (B) any terns agreed to between the KK and its Corporate Customers, where in each case, such terns do not comply with the minimum license terms set forth in EXHIBIT C.
Reseller Indemnity. Reseller agrees to defend, indemnify and hold Veea harmless against any and all damages, costs, liabilities, expenses and settlement amounts incurred in connection with any suit, claim, or action by any third party made against Veea as a result of: (i) Reseller’s or an Enterprise’s use or operation of the Services in a manner other than that for which it was designed and for use not expressly provided for in the Documentation; (ii) negligence, misrepresentation, error or omission on the part of Reseller or its representatives; (iii) Reseller’s failure to resell the Services in accordance with Section 2.4; or (iv) Reseller’s or an Enterprise’s combination of the Services with another product, software or platform where the combination with the other product, software or platform is the cause of the infringement claim or action. Xxxxxxxx’s obligation to indemnify Veea pursuant to this paragraph is subject to Veea: (a) giving Reseller prompt written notice of any such claim; (b) giving Reseller sole control over the defense and settlement of any such claim; (c) providing full cooperation for the defense of any such claim; and (d) not entering into any settlement or compromise of any such claim without Xxxxxxxx’s prior written approval.
