Subscriber Indemnity. Subscriber agrees to indemnify, hold harmless, and defend Maretron, its subsidiaries, affiliates, licensors, shareholders, directors, officers, employees and agents from and against any claims relating to or arising out of Subscriber’s breach of Agreement or Subscriber’s installation, use or misuse of Service, Gateway, or Subscriber Equipment used in connection with Service. Subscriber agrees to reimburse, indemnify and hold harmless Maretron for any and all costs, expenses and reasonable attorney’s fees incurred by Maretron in defending any claims relating to Subscriber’s misuse of Service, Gateway, or Subscriber Equipment used in connection with Service.
Subscriber Indemnity. Subscriber will indemnify Xxxxxxxxx and its affiliates against Damages they incur as a result of a third party claim: (a) arising from Subscriber’s, its affiliates’ or their sub-contractors’ use of the Services, including communications and networks, in breach of the Agreement; or (b) asserted by any person accessing any part of a Service through Subscriber (except to the extent of any indemnity Xxxxxxxxx provides under clause 15.1 (Xxxxxxxxx Indemnity)).
Subscriber Indemnity. The Subscriber will defend, indemnify, and hold harmless Instinct Innovations, its corporate affiliates, or any of its or their respective directors, officers, owners, employees, agents, successors, and permitted assigns from and against any and all third-party claims, suits, proceedings, costs, and expenses (including, without limitation, attorneys’ fees) arising from or related to the Subscriber’s (a) breach of the confidentiality obligations, breach of intellectual property provisions and breach of representation and warranties provisions herein;
Subscriber Indemnity. Subscriber will defend Globalscape, its Affiliates, service providers and licensors, and their respective directors, officers, employees and agents, from and against any third party claims arising out of or related to any Subscriber Content posted, stored or otherwise transmitted on or through the (a) Service, including any claims that such content violates the intellectual property, privacy or other rights of, or has otherwise harmed, a third party, and for (b) Subscriber’s unauthorized use of Services. Subscriber shall pay any losses, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees) finally awarded by a court to such third party or otherwise agreed to in settlement of such claim by Subscriber.
Subscriber Indemnity. The Subscriber (“Indemnitor”) shall defend, indemnify and hold harmless Market Logic and its Affiliates from and against any third-party claims asserted against Market Logic and its employees, officers, board members, agents, representatives, and officials (“Indemnitees”) based upon a) an allegation that the Subscriber Data infringes or violates any Intellectual Property Rights or b) Subscribers’ non-compliance with or breach of this Agreement, including unauthorized use of the Software Services.
Subscriber Indemnity. Subscriber will defend Agari, its Affiliates, service providers and licensors, and their respective directors, officers, employees and agents ("Indemnified Party"), from and against any third party claims arising out of or related to any Service Provider Reports or other Subscriber content posted, stored or otherwise transmitted on or through the Service, including any claims that such content violates the intellectual property or other rights of, or has otherwise harmed, a third party, and Subscriber shall pay any losses, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees) finally awarded by a court to such third party or otherwise agreed to in settlement of such claim by Subscriber.
Subscriber Indemnity. In addition to any other remedies TSYS may have, Subscriber will indemnify, defend and hold harmless TSYS and TSYS’ Affiliates, officers, directors and employees, from and against any and all third party actions, proceedings and claims, and from any losses, liabilities, costs and expenses (including reasonable attorney’s fees and expenses) in connection thereto, arising out of, under or in connection with (a) any infringement or alleged infringement by Subscriber of any third party’s Intellectual Property rights; (b) claims by third parties arising out of TSYS following the Instructions; (c) any inaccuracy, breach or untruthfulness of any representation or warranty made by Subscriber in this Agreement; (d) any non-compliance with or violation by Subscriber of any Subscriber Legal Requirement; (e) any unauthorized or fraudulent access to or use of the TSYS System by any Entity caused by the negligence or intentional misconduct of Subscriber or Subscriber Personnel; and (f) the gross negligence or willful misconduct (whether by action or omission) of Subscriber or Subscriber * Confidential Treatment Requested. Subscriber Information Security Requirements Page 15 of 23 Confidential FINAL Personnel.
Subscriber Indemnity. Subject to Section 7c, Subscriber shall defend, indemnify, and hold harmless Enverus and its affiliates against any claims, actions, losses, liabilities, injuries, expenses, costs (including all reasonable attorneys’ fees and costs of litigation), and damages, resulting from or arising out of: (i) a third-party’s claim that the combination of a non-Enverus application or configuration used with Enverus Products infringes or misappropriates such third-party’s intellectual property rights, (ii) Subscriber’s misuse of Enverus Products in an unlawful manner or in violation of this Agreement. SUBSCRIBER’S OBLIGATIONS SHALL APPLY EVEN IF RESULTING FROM A BREACH OF CONTRACT, STRICT LIABILITY OR VIOLATION OF THE TEXAS DECEPTIVE TRADE AND PRACTICES ACT.
Subscriber Indemnity. Subscriber shall indemnify, defend and hold harmless the Company and its officers, directors, shareholders, affiliates, employees, agents, successors and assigns (collectively, the “Company Indemnified Parties”), from any and all liabilities, judgments, costs, losses, damages and expenses (including reasonable attorneys’ fees and court costs), in connection with any claim, suit, action, judgment or other proceeding brought or threatened by a third party against any of the Company Indemnified Parties, and relating to, based upon or arising out of or in connection with (a) any breach of, or failure to comply with, this Agreement (including, but not limited to, any breach of Subscriber’s warranties, representations, obligations and/or covenants set forth in the Agreement) by Subscriber, (b) any failure by Subscriber to make the disclosure and obtain the authorization required by Section 5.2 hereof, (c) any changes, modifications or variations requested by Subscriber to the Company’s Materials or Products, (d) any breach of, or failure to comply with, Section 5 hereof, and (e) any act or omission on the part of Subscriber or its Users that constitutes gross negligence or willful misconduct.
Subscriber Indemnity. The Subscriber will defend, indemnify, and hold harmless Hellodoc, its corporate affiliates, or any of its or their respective directors, officers, owners, employees, agents, successors, and permitted assigns from and against any and all third-party claims, suits, proceedings, costs, and expenses (including, without limitation, attorneys’ fees) arising from or related to the Subscriber’s (a) breach of the confidentiality obligations, breach of intellectual property provisions and breach of representation and warranties provisions herein; (b) violation of any applicable law.
