Common use of Third Party Tools Clause in Contracts

Third Party Tools. 23.1. There may be third party-owned software, applications, products, platforms and other third party-owned copyrighted material as set out in the Commercial Details, Fee Schedule and/or a Statement of Work that you may use in connection with, or that we supply to you as part of, the Smart- UI Products (Third Party Tools). 23.2. You must indemnify us from and against any Loss that we incur as a result of your use and/or interfacing Smart-UI Products with any Third Party Tools, and you agree and acknowledge that: (a) the providers of the applicable Third Party Tools, and not us, are the suppliers and publishers of the Third Party Tools; (b) we are not responsible for the accuracy, quality or correctness of any Third Party Tools and/or their providers; (c) your use of Third Party Tools is pursuant to a contract between you and the applicable Third Party Tool provider(s), and not pursuant to a contract between you and us; (d) your use of Third Party Tools is at your sole risk, and not our risk; (e) we do not make any representations or warranties with respect to any Third Party Tools (whether as to their performance, availability, compatibility with the Smart-UI Products and/or otherwise) and/or with respect to any providers of Third Party Tools; (f) we are not responsible for the practices, and/or terms and/or policies of Third Party Tool providers; (g) you warrant that you have read, understood and consented to all and any third party end user agreements, terms, conditions and policies set out in the Commercial Details, Fee Schedule or any applicable Statement of Work (Third Party Terms) and that any warranties provided in this Agreement is subject to the terms and conditions of any Third Party Tools; (h) you will comply with, and ensure that each of your Authorised End Users comply with, the Third Party Terms; (i) you must indemnify us from any Loss that we suffer as a result of your or any Authorised End Users’ breach of any Third Party Terms; (j) you agree that we have no obligation to provide any technical support or other assistance in connection with any Third Party Tools and that if we do provide any such technical support or other assistance, you will pay us for all time that we incur in connection therewith at a rate agreed prior to commencement of the technical support or other assistance, to be paid by you into our nominated bank account listed in the Fee Schedule within thirty (30) days of invoice by us from time to time; (k) you shall be deemed to have irrevocably released us from any claims that you may otherwise have had against us with respect to any non-performance of the Smart-UI Products, and with respect to any loss, damage or corruption of any Client Data, caused by Third Party Tools and/or the interfacing of any Third Party Tools with Client Data and/or Smart-UI Products; (l) except where we otherwise expressly specify in writing to the contrary, the providers of Third Party Tools are not our partners, co-joint venturers, representatives or agents and any link to any Third Party Tool from the Smart-UI Products and/or interfacing and/or integration of the Smart-UI Products with a Third Party Tool does not imply that we are affiliated with or sponsor, endorse or approve the Third Party Tool and/or its provider; (m) we are not responsible for any downtime in the Smart-UI Products that occurs because a third party who operates software that the Smart-UI Products connects to, modifies any part of that software; and (n) we are not responsible for any loss and/or damage that may be incurred by you directly as a result of claims that your use of Third Party Tools breaches the Intellectual Property Rights of any third party.

Third Party Tools. 23.1. There may be third party-owned software, applications, products, platforms and other third party-owned copyrighted material as set out in the Commercial Details, Fee Schedule and/or a Statement of Work that you may use in connection with, or that we supply to you as part of, the Smart- UI Ui Products (Third Party Tools). 23.2. You must indemnify us from and against any Loss that we incur as a result of your use and/or interfacing Smart-UI Ui Products with any Third Party Tools, and you agree and acknowledge that: (a) the providers of the applicable Third Party Tools, and not us, are the suppliers and publishers of the Third Party Tools; (b) we are not responsible for the accuracy, quality or correctness of any Third Party Tools and/or their providers; (c) your use of Third Party Tools is pursuant to a contract between you and the applicable Third Party Tool provider(s), and not pursuant to a contract between you and us; (d) your use of Third Party Tools is at your sole risk, and not our risk; (e) we do not make any representations or warranties with respect to any Third Party Tools (whether as to their performance, availability, compatibility with the Smart-UI Ui Products and/or otherwise) and/or with respect to any providers of Third Party Tools; (f) we are not responsible for the practices, and/or terms and/or policies of Third Party Tool providers; (g) you warrant that you have read, understood and consented to all and any third party end user agreements, terms, conditions and policies set out in the Commercial Details, Fee Schedule or any applicable Statement of Work (Third Party Terms) and that any warranties provided in this Agreement is subject to the terms and conditions of any Third Party Tools; (h) you will comply with, and ensure that each of your Authorised End Users comply with, the Third Party Terms; (i) you must indemnify us from any Loss that we suffer as a result of your or any Authorised End Users’ breach of any Third Party Terms; (j) you agree that we have no obligation to provide any technical support or other assistance in connection with any Third Party Tools and that if we do provide any such technical support or other assistance, you will pay us for all time that we incur in connection therewith at a rate agreed prior to commencement of the technical support or other assistance, to be paid by you into our nominated bank account listed in the Fee Schedule within thirty (30) days of invoice by us from time to time; (k) you shall be deemed to have irrevocably released us from any claims that you may otherwise have had against us with respect to any non-performance of the Smart-UI Ui Products, and with respect to any loss, damage or corruption of any Client Data, caused by Third Party Tools and/or the interfacing of any Third Party Tools with Client Data and/or Smart-UI Ui Products; (l) except where we otherwise expressly specify in writing to the contrary, the providers of Third Party Tools are not our partners, co-joint venturers, representatives or agents and any link to any Third Party Tool from the Smart-UI Ui Products and/or interfacing and/or integration of the Smart-UI Ui Products with a Third Party Tool does not imply that we are affiliated with or sponsor, endorse or approve the Third Party Tool and/or its provider; (m) we are not responsible for any downtime in the Smart-UI Ui Products that occurs because a third party who operates software that the Smart-UI Ui Products connects to, modifies any part of that software; and (n) we are not responsible for any loss and/or damage that may be incurred by you directly as a result of claims that your use of Third Party Tools breaches the Intellectual Property Rights of any third party.

Third Party Tools. 23.1. There may be third party-owned software, applications, products, platforms and other third party-owned copyrighted material as set out in the Commercial Details, Fee Schedule and/or a Statement of Work that you may use in connection with, or that we supply to you as part of, the Smart- UI Ui Products (Third Party Tools). 23.2. You must indemnify us from and against any Loss that we incur as a result of your use and/or interfacing Smart-UI Products with any Third Party Tools, and you agree and acknowledge that: (a) the providers of the applicable Third Party Tools, and not us, are the suppliers and publishers of the Third Party Tools; (b) we are not responsible for the accuracy, quality or correctness of any Third Party Tools and/or their providers; (c) your use of Third Party Tools is pursuant to a contract between you and the applicable Third Party Tool provider(s), and not pursuant to a contract between you and us; (d) your use of Third Party Tools is at your sole risk, and not our risk; (e) we do not make any representations or warranties with respect to any Third Party Tools (whether as to their performance, availability, compatibility with the Smart-UI Ui Products and/or otherwise) and/or with respect to any providers of Third Party Tools; (f) we are not responsible for the practices, and/or terms and/or policies of Third Party Tool providers; (g) you warrant that you have read, understood and consented to all and any third party end user agreements, terms, conditions and policies set out in the Commercial Details, Fee Schedule or any applicable Statement of Work (Third Party Terms) and that any warranties provided in this Agreement is subject to the terms and conditions of any Third Party Tools; (h) you will comply with, and ensure that each of your Authorised End Users comply with, the Third Party Terms; (i) you must indemnify us from will be liable for any Loss that we suffer as a result of your or any Authorised End Users’ breach of any Third Party Terms; (j) you agree that we have no obligation to provide any technical support or other assistance in connection with any Third Party Tools and that if we do provide any such technical support or other assistance, you will pay us for all time that we incur in connection therewith at a rate agreed prior to commencement of the technical support or other assistance, to be paid by you into our nominated bank account listed in the Fee Schedule within thirty (30) days of invoice by us from time to time; (k) you shall be deemed to have irrevocably released us from any claims that you may otherwise have had against us with respect to any non-performance of the Smart-UI Ui Products, and with respect to any loss, damage or corruption of any Client Data, caused by Third Party Tools and/or the interfacing of any Third Party Tools with Client Data and/or Smart-UI Ui Products; (l) except where we otherwise expressly specify in writing to the contrary, the providers of Third Party Tools are not our partners, co-joint venturers, representatives or agents and any link to any Third Party Tool from the Smart-UI Ui Products and/or interfacing and/or integration of the Smart-UI Ui Products with a Third Party Tool does not imply that we are affiliated with or sponsor, endorse or approve the Third Party Tool and/or its provider; (m) we are not responsible for any downtime in the Smart-UI Ui Products that occurs because a third party who operates software that the Smart-UI Ui Products connects to, modifies any part of that software; and (n) we are not responsible for any loss and/or damage that may be incurred by you directly as a result of claims that your use of Third Party Tools breaches the Intellectual Property Rights of any third party.