Common use of Subscriber Indemnification Clause in Contracts

Subscriber Indemnification. Subscriber shall indemnify, defend and hold TOMIS, 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: (a) a claim alleging that use of the Subscriber Data infringes the rights of, or has caused harm to, a third party (including a claim by Subscriber’s customers under Subscriber’s license grant of Subscriber Data provided for in Section 10); (b) a breach of Subscriber’s representations and warranties contained in this Agreement; or (c) the breach by Subscriber or Subscriber Users of this Agreement; provided in each such case that TOMIS: (i) gives written notice of the claim promptly to Subscriber (provided that failure to give such notice shall not waive or reduce any indemnity obligation except to the extent such failure prejudices the defense or mitigation of such claim); (ii) gives Subscriber sole control of the defense and settlement of the claim (provided that Subscriber may not settle any claim unless Subscriber unconditionally releases TOMIS of all liability and such settlement does not affect TOMIS’ business or Service); and (iii) provides to Subscriber all available information and assistance.

Subscriber Indemnification. Subscriber shall indemnify, defend and hold TOMIS, 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: (a) a claim alleging that use of the Subscriber Data infringes the rights of, or has caused harm to, a third party (including a claim by Subscriber’s customers under Subscriber’s license grant of Subscriber Data provided for in Section 10); (b) a breach of Subscriber’s representations and warranties contained in this Agreement; or (c) the breach by Subscriber or Subscriber Users of this AgreementAgreement or (d) Subscriber’s violation of any applicable local, state, national, and foreign laws, treaties and regulations (including, without limitation, the TCPA); provided in each such case that TOMIS: (i) gives written notice of the claim promptly to Subscriber (provided that failure to give such notice shall not waive or reduce any indemnity obligation except to the extent such failure prejudices the defense or mitigation of such claim); (ii) gives Subscriber sole control of the defense and settlement of the claim (provided that Subscriber may not settle any claim unless Subscriber unconditionally releases TOMIS of all liability and such settlement does not affect TOMIS’ business or Service); and (iii) provides to Subscriber all available information and assistance.