Your Indemnification. You agree to indemnify, defend, and hold harmless SolarWinds Worldwide and its Affiliates, and its directors, employees, and agents from and against any claims arising out of or due to: (i) Your Data; (ii) Your (or Your User’s) breach of this Agreement; (iii) Your (or Your User’s) use of the Services, Software, or Documentation in violation of third party rights, including any intellectual property or privacy rights, or any applicable laws; or (iv) Your (or Your User’s) misuse of the Services, Software, or Documentation.
Your Indemnification. You agree to indemnify, defend, and hold harmless N-able and its Affiliates, and its and their directors, officers, employees, and agents from and against any claims, liabilities, damages, costs, and expenses ( including attorneys’ fees and expenses) arising out of or due to: (i) Your Data; (ii) Your (or Your User’s) breach of this Agreement; (iii) Your (or Your User’s) use of the Services, Software, Documentation, or N-able Content in violation of third party rights, including any intellectual property or privacy rights, or any applicable laws; or (iv) Your (or Your User’s) misuse of the Services, Software, Documentation, N-able Content, or N-able Marks.
Your Indemnification. We will defend or settle, at Our option and expense, any action, suit or proceeding brought against You that Our Software infringes a third party’s patent or copyright, in the United States of America and in Canada (“Claim”). We will indemnify You against all damages and costs finally awarded or those costs and damages agreed to in a monetary settlement of such action, which are attributable exclusively to such Claim, provided that You: (i) promptly give Us written notice of the Claim; (ii) give Us sole control of the defense and settlement of the Claim; (iii) provide Us, at Our expense, with all available information and assistance relating to the Claim and cooperate with Us and Our counsel; (iv) do not compromise or settle such Claim; and (v) are not in material breach of any agreement with Us. We have no obligation to the extent any Claim results from: (a) You or Your users having modified Our Software, procured a modification from an unauthorized source, or used a release other than a current unaltered release of Our Software, if such an infringement would have been avoided by the use of a current unaltered release of Our Software, (b) Third Party Products unless such products have been supplied directly by Us (in which case the indemnity (if any) offered within the provisions of the relevant Third Party XXXX shall apply), or (c) the combination, operation or use of Our Software with software not provided by Us. If it is adjudicated that an infringement of Our Software by itself and used in accordance with the Agreement infringes any copyright, or patent in the United States and/or Canada, We shall, at Our option: (I) procure for You the right to continue using Our Software; or (II) replace or modify the same so it becomes non-infringing or (iii) either party shall be entitled to terminate the Agreement or the applicable Order Form upon written notice to the other party. THIS CLAUSE 6 STATES OUR ENTIRE OBLIGATION TO YOU AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF INFRINGEMENT.
Your Indemnification. We will defend or settle, at Our option and expense, any action, suit or proceeding brought against You that Our Software infringes a third party’s patent or copyright, in the United Kingdom, Channel Islands, Isle of Man and all territories in the EU (“Claim”). We will indemnify You against all damages and costs finally awarded or those costs and damages agreed to in a monetary settlement of such action, which are attributable exclusively to such Claim, provided that You: (i) promptly give Us written notice of the Claim; (ii) give Us sole control of the defence and settlement of the Claim;
Your Indemnification. You agree to defend, indemnify, and hold harmless each of Lucky Orange, its affiliates and respective officers, employees, consultants, shareholders and representative from and against any and all claims, liabilities, damages, and/or costs (including attorneys’ and expert witness fees, costs and other expenses) arising out of or related to any actual or alleged claims involving or resulting from: (1) violation of this Agreement or applicable law, rule or regulation by you or any person accessing or using the Service by or through you; (2) infringement or misappropriation by you, or any person accessing or using the Service by or through you, of any intellectual property or privacy or other right of any person or entity (except claims of infringement or misappropriation arising solely from use of the Service as provided under this Agreement); (3) your Users or Visitors, or arising out of or relating to your relationship with any of your Users or Visitors; (4) Customer Data in any manner; or (5) you or your Users’ breach of any applicable privacy or data protection law, rule or regulation. Lucky Orange reserves the right, at its own expense and its sole discretion, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.
Your Indemnification. You shall indemnify, defend and hold us harmless from and against any and all claims, demands, costs, expenses and liabilities of any kind or nature whatsoever, including, without limitation, reasonable attorneys’ fees, expert witness fees and costs based upon any breach of this agreement by You, including without limitation the illegal or wrongful use of any data or information, your gross negligence or intentional wrongdoing in connection with the use of the same, unsubstantiated claims brought by patients or other third parties; or your failure to comply with your obligations under applicable federal, state or local laws.
Your Indemnification. Except to the extent of CNBC’s liability, pursuant to the terms of this agreement or any other agreement or notice that otherwise governs your CNBC account (s), you agree to indemnify and hold us, our directors, officers, employees and agents harmless from any and all loss, liability, claims, demands, judgments and expenses (including attorney’s fees) arising out of or in any way connected with your use or misuse of CNBC Online Access. This indemnification is provided without regard to whether our claim for indemnification is due to the use of CNBC Online Access by you, or your authorized representative. Entire Agreement This agreement is the complete and exclusive agreement between you and us related to the CNBC online access and supplements any other agreement or disclosure related to your account (s). In the event of a conflict between this agreement and any other agreement or disclosure related to your account (s) or other accounts or any statement by our employees, this agreement shall control.
Your Indemnification. Except to the extent of CNBC’s liability, pursuant to the terms of this agreement or any other agreement or notice that otherwise governs your CNBC accounts, you agree to indemnify and hold us, our directors, officers, employees and agents harmless from any and all loss, liability, claims, demands, judgments and expenses (including attorney’s fees) arising out of or in any way connected with your use or misuse of CNBC Online Access. This indemnification is provided without regard to whether our claim for indemnification is due to the use of CNBC Online Access by you, or your authorized representative.
Your Indemnification. You agree to indemnify, defend and hold Xxxxx, its affiliates, its Producers and their respective directors, officers, employees, shareholders, partners and agents (collectively, the “Xxxxx Parties”) harmless from and against any and all claims, liability, losses, damages, costs and expenses (including reasonable legal fees on a solicitor and client basis) incurred by any Xxxxx Party as a result of or in connection with (i) any breach or alleged breach by you or anyone acting on your behalf of any of the terms of this Agreement; (ii) your use or modification of any Content, or combination of any Content, with any text or other content;
Your Indemnification. In the event of any registration of any securities under the Securities Act pursuant to this Section 12, such Eligible Holder will (or will furnish the written undertaking of such other Person or Persons as shall be acceptable to the Company to) indemnify and hold harmless the Company and each other Person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, or liabilities, joint or several, to which the Company or such controlling Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in said registration statement, said preliminary prospectus, or said prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such Eligible Holder or any underwriter of such Eligible Holder's securities specifically for use in the preparation thereof, and such Eligible Holder will (or will furnish the written undertaking of such other Person or Persons as shall be acceptable to the Company to) reimburse the Company and each such controlling Person for any legal and any other expenses reasonably incurred by the Company or such controlling Person in connection with investigation or defending any such loss, claim, damage, liability, or action.
