Your Indemnities a. You indemnify us (on a full indemnity basis including all legal costs and expenses) against any Claim, Loss or damage we suffer to the extent that it arises from any act or omission; any breach of any law; any breach of a Customer Contract or an AUP; any unauthorised use of a Service – by you or anyone using a Service we provide to you.
Your Indemnities. 10.1 You acknowledge and warrant that You have not relied on any representation including any description, illustration or specification contained in any document including the Website which has not been expressly stated in the Accepted Quote or this Agreement.
10.2 You acknowledge that to the extent Central Skips has made any representation not expressly stated in this Agreement, you have been provided with the opportunity to independently verify the accuracy of that representation.
10.3 You will indemnify Central Skips and its Associates against any Claim resulting from or relating to:
(a) the provision of Skip Services or Your use of a Skip except to the extent the Claim results from or relates to any breach of this Agreement or any negligence or wilful act by Central Skips;
(b) any personal injuries (including sickness and death) to the extent they result from any negligent or wilful acts on Your part;
(c) any misuse of or modification or damage to the Skip(s);
(d) any incorrect classification or contamination of Waste; or
Your Indemnities. You will indemnify, defend and hold harmless UNIS, and all of its officers, directors, employees and agents, its parent company, subsidiaries and affiliates, from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature, including reasonable legal and accounting fees, directly or indirectly due to, arising out of or in connection with: • your access to the UNIS Solution, and any reliance on any Content obtained by you through the UNIS Solution; or • your unauthorized use or misuse of the UNIS Solution; or • your breach of this Agreement; or • the infringement, violation or misappropriation by you, or any third-party obtaining access to the UNIS Solution through your Access Information, of any intellectual property or other right of any third person or entity; or • your violation of any Applicable Laws.
Your Indemnities. You will indemnify AUTOADDRESS against all losses (including all direct, indirect and consequential losses), liabilities, costs, damages and expenses that AUTOADDRESS does or will incur or suffer, all claims or proceedings made, brought or threatened against AUTOADDRESS by any person and all losses (including all direct, indirect and consequential losses), liabilities, costs (on a full indemnity basis), damages and expenses AUTOADDRESS does or will incur or suffer as a result of defending or settling any such actual or threatened claim or proceeding, in each case arising out of or in connection with:
(i) any failure by you to enter into or any breach by you of any of your obligations under any Third-Party Licence (including any failure or delay in performing, or negligent performance or non-performance of, any of those obligations); or
(ii) you and/or any of your Permitted Users’ violation of the terms or applicable law which infringes or violates any third-party rights, including, without limitation, third party intellectual property rights.
Your Indemnities. You agree to fully indemnify and hold us (and our directors, employees and agents) harmless, including for costs and attorneys’ fees, from any claim or demand made by any third-party (i) alleging that you and/or your End Customer’s actions in connection with you and/or your End Customer’s use of the Payment Platform or the Services violates any third party’s rights of privacy or violates any privacy laws; (ii) arising from or relating to End Customer data; (iii) you and/or your End Customer’s use of, or inability to use, the Services; (iv) you and/or your violation of these Terms of Use, the Commercial Agreement, and/or the Business Introducer Agreement (as applicable), and any other applicable terms and conditions associated with the Services; or (v) you and/your End Customer’s violation of applicable laws or regulations. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and shall cooperate with our defense of these claims. You shall not settle any matter without our prior consent in Writing. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
Your Indemnities. You agree to fully indemnify and hold us (and our directors, employees and agents) harmless, including for costs and attorneys’ fees, from any claim or demand made by any third- party (i) alleging that you and/or your End Customer’s actions in connection with you and/or your End Customer’s use of the Transaction Platform or the Services violates any third party’s rights of privacy or violates any privacy laws; (ii) arising from or relating to End Customer data; (iii) you and/or your End Customer’s use of,
Your Indemnities. You are liable for, and agree to indemnify us in respect of, any claim, action, damage, loss, cost, charge, expense, penalty, fine or payment which we suffer, incur or are liable limited to the portion of the invoice that the claim relates to with the total liability not more than the project fee/total invoiced amount, as a result of:
a. The manner in which the services are performed.
b. Any of your employees or agents claiming that they are our employee — including claims for wages, public holidays, annual leave, parental leave, personal/carer’s leave, long service leave, redundancy, or termination of employment, or
c. Any breach by you of your obligations or warranties under this agreement.
d. Your obligations under this clause survive termination of this agreement.
Your Indemnities. You will indemnify, defend and hold harmless Bridge, and all of its officers, directors, employees and agents, its parent company, subsidiaries and affiliates, from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature, including reasonable legal and accounting fees, directly or indirectly due to, arising out of or in connection with: • your access to the Bridge Solution, and any reliance on any Content obtained by you through the Bridge Solution; or • your unauthorized use or misuse of the Bridge Solution; or • your breach of this Agreement; or • the infringement, violation or misappropriation by you, or any third-party obtaining access to the Bridge Solution through your Access Information, of any intellectual property or another right of any third person or entity; or • your violation of any Applicable Laws.
Your Indemnities. (a) You shall indemnify the Company or RenaissanceRe UK (as appropriate) on a continuing basis in respect of any income tax or NICs (save for employers’ NICs) due in respect of the payments and benefits in Section 7 (and any related interest, penalties, costs, and expenses) save for any charges, costs, expenses, fines, interest or penalties incurred solely as a result of any negligent act or default by the Company or RenaissanceRe UK. The Company or RenaissanceRe UK shall give you reasonable notice of any demand for tax which may lead to liabilities on you under this indemnity and shall provide you with reasonable access to any documentation you may reasonably require to dispute such a claim (provided that nothing in this clause shall prevent the Company or RenaissanceRe UK from complying with its legal obligations with regard to HM Revenue and Customs or other competent body).
(b) If you breach any material provision of this Agreement or pursue a claim against any member of the Company Group arising out of your employment or its termination other than the Excluded Claims, you agree to indemnify the relevant member of the Company Group for any losses suffered as a result thereof, including all reasonable legal and professional fees incurred.
Your Indemnities. (a) Each covenant in clauses 8(a) and 8(b) is a separate and independent covenant given by You. They are cumulative in effect.
(b) You must indemnify, and keep indemnified, the Property Owner, its agents, contractors and employees in relation to any Claim against the Property Owner, its agents, contractors and employees and for any Liability suffered by the Property Owner, its agents, contractors or employees in connection with a breach of this Agreement or any negligent act or omission or wilful misconduct by You or Your invitees on the Property.
(c) You must indemnify, and keep indemnified, the Property Owner in relation to any Claim against the Property Owner and for any Liability incurred by the Property Owner arising from or in connection with Your breach of this Agreement.
(d) If any of the separate and independent covenants set out in clauses 8(a) and 8(b) is or becomes invalid or unenforceable for any reason:
(i) clause 8(a) applies; and
(ii) without limiting the operation of clause 8(a), the covenant which is or becomes invalid or unenforceable is severed from the Agreement.
