Indemnification Musterklauseln
Indemnification. The customer shall indemnifiy everyworks from all claims asserted against it by third parties as a result of infringement by the customer of his/her obligations as per clauses 6 to 9 or his/her violation of statutory requirements in connection with his/her use of Work Spaces. The customer shall reimburse everyworks for all damages and costs incurred in this connection including costs for legal advice and legal proceedings. If third parties assert claims against everyworks due to a suspected violation on the part of the cus- tomer, everyworks shall notify the customer immediately and shall undertake defence in consultation with the customer or – at the discretion of everyworks – leave this to the customer. The parties shall support one another in legal defence and shall work jointly to achieve a successful legal defence. In particular, the parties shall share all information and submit statements that are required for legal defence. Neither party shall acknowledge claims by third parties without the other party's consent. In the case of the use of a corporate account, the indemnification by the customer also extends to claims that are asserted due to a culpable violation of an employee of the customer against everyworks.
16.1 The official language of the contract is German. The English translation of these Terms shall have no legal validity; it is provided merely as a courtesy.
16.2 The customer can only set-off claims for payment from everyworks if the customer's claim to set-off is undisputed or recognised by declaratory judgement or there is a mu- tuality of obligations with the claims of everyworks. The same applies to the customer's right of retention.
16.3 The law of the Federal Republic of Germany shall apply to the contractual relationship between the parties, excluding the Convention on Contracts for the International Sale of Goods (CISG). If the customer is a consumer and has no residence in the Federal Re- public of Germany, the contractual relationship shall be subject to the law of the Federal Republic of Germany, excluding the CISG, unless otherwise stipulated by the law of the state in which the consumer is ordinarily resident.
16.4 If the customer does not have a general place of jurisdiction in Germany or another EU member state, is a merchant or legal entity under public law, or has relocated his/her permanent residence to a country other than Germany after these Terms came into ef- fect, or his/her place of residence or habitual abode is ...
Indemnification. If the Tour Operator or their agents culpably breach the duties incumbent upon the Tour Operator under the contractual relationship, the Tour Operator shall compensate the Customer for all resulting loss. Insofar as the Tour Operator is answerable for persons other than their employees, they shall, except in cases of personal injury, be liable only if they fail to prove that no wrongful intent or gross negligence is imputable to them. With the exception of cases of wrongful intent and gross negligence, the Tour Operator shall not be liable for items not usually taken along, unless they take such into their safekeeping with knowledge of the circumstances. The Customer is therefore advised not to carry along objects of special value. Moreover, it is recommended that items taken along be kept in a safe place.
Indemnification. To the extent permitted by applicable law, You agree to indemnify and hold harmless, and upon Apple’s request, defend, Apple, its directors, officers, employees, affiliates, independent contractors and authorized representatives (each an “Apple Indemnified Party”) from any and all claims, losses, liabilities, damages, expenses and costs, including without limitation attorneys’ fees and court costs, (collectively, “Losses”) incurred by an Apple Indemnified Party and arising from or related to any of the following: (a) Your breach of any certification, covenant, obligation, representation or warranty made in this Agreement; (b) Your use (including but not limited to Your Service Provider’s, Administrators’, Authorized Users’, Permitted Users’, and/or Permitted Entity’s use) of the Service; (c) any claims, including but not limited to any end user claims, about Your use, deployment or management of Authorized Devices, Device Enrollment Settings, and/or MDM Servers; (d) any claims, including but not limited to any end user claims, about the provision, management, and/or use of Authorized Devices, Administrator accounts, Managed Apple IDs, or Content, and/or any other use of the Service; and/or (e) any claims regarding Your use or management of Personal Data. In no event may You enter into any settlement or like agreement with a third-party that affects Apple’s rights or binds Apple or any Apple Indemnified Party in any way, without the prior written consent of Apple.
Indemnification. If DiCommerce is held liable by a third party due to an act of the customer, the customer will indemnify DiCommerce in full for the claims.
Indemnification. 12.1. Indemnification by Customer
(a) Customer is liable in case of any claims by third parties for damages incurred by such third parties in connection with Customer’s usage of Services.
(b) Customer agrees to indemnify, defend, release, and hold Service Provider, and all Service Partner, licensors, affiliates, contractors, officers, directors, employees, representatives and agents, harmless, from and against any third party claims, damages (actual and/or consequential), actions, proceedings, demands, losses, liabilities, costs and expenses (including reasonable legal fees) suffered or reasonably incurred by Service Provider arising as a result of, or in connection with: • any negligent acts, omissions or wilful misconduct by Customer; • any breach of this Agreement by Customer; and/or • Customer’s violation of any law including but not limited to data protections laws or of any rights of any third party.
(c) In the event Service Provider seeks indemnification from Customer according to 12 (Indemnification), Service Provider will inform
(d) In this case, Service Provider is entitled to appoint a legal counsel and to control any proceeding necessary to safeguard its rights as well as to demand reimbursement of the associated costs.
12.2. Indemnification by Service Provider
(a) Service Provider will indemnify Customer from claims of third parties arising from the infringement of their Intellectual Property rights which have arisen through the use of Services by Customer to the extent set out in 10 (Liability).
(b) Customer will give Service Provider prompt written notice in parallel with an e-mail notification of such claim. Customer will also provide information, reasonable assistance as well as the sole authority to Service Provider to defend or settle such claim.
(c) Service Provider may, at its reasonable discretion,
(i) obtain for Customer the right to continue using Services, or
(ii) replace or modify Services so that they become non-infringing; or
(iii) cease to provide Services and reimburse Customer for reasonable expenses resulting therefrom.
Indemnification. You will indemnify the Stripe Parties against all Stripe Losses arising out of or relating to (a) the Stripe Issuing Accountholders’ and Card Authorised Users’ use of the Stripe Issuing Services, including any Stripe Issuing Accountholder’s or Card Authorised User’s act or omission related to the Stripe Issuing Services; and (b) all Card Disputes.
Indemnification. The user agrees to hold the provider completely harmless and free of legal action if the person making use of the service or other third parties assert claims or liabilities of any kind against the provider, lawsuits or other legal steps bring in or initiate the provider, unless this was caused by grossly negligent or willful acts of the provider.
Indemnification. To the extent permitted by applicable law, You agree to indemnify, hold harmless, and upon Apple’s request, defend Apple, its directors, officers, employees, shareholders, contractors and agents (each an “Apple Indemnified Party”) from any and all claims, liabilities, actions, damages, demands, settlements, expenses, fees, costs, and losses of any type, including without limitation attorneys’ fees and court costs (collectively, “Losses”), incurred by an Apple Indemnified Party and arising from or related to: (a) any Content You and/or Your End Users submit, post, transmit, or otherwise make available through the Service; (b) Your and/or Your End Users’ actual or alleged breach of, or failure to adhere to, any certification, covenant, obligation, representation or warranty in this Agreement; or (c) Your and/or Your End Users’ violation of any rights of another, or any laws, rules and regulations. You acknowledge that the Service is not intended for use in situations in which errors or inaccuracies in the content, functionality, services, data or information provided by the Service or Apple Software, or the failure of the Service or Apple Software, could lead to death, personal injury, or severe physical or environmental damage, and to the extent permitted by law, You hereby agree to indemnify, defend and hold harmless each Apple Indemnified Party from any Losses incurred by such Apple Indemnified Party by reason of any such use by You or Your End Users. This obligation shall survive the termination or expiration of this Agreement and/or Your use of the Service.
Indemnification. If claims are asserted against the provider on the basis of data or content provided by a user or e-mails sent by a user via the system due to an infringement of rights, the provider is entitled to block the content completely or temporarily if there is objective evidence to justify doubt as to the legality of the data and/or content. In this case, the provider shall request the user to cease the infringement within a reasonable period of time or to provide evidence of the legality of the content. If the user does not comply with this request, the provider is entitled to terminate the user relationship for good cause without notice. If the user is responsible for the infringement, he shall compensate the provider for the resulting damage and indemnify the provider against any third-party claims, including the costs of legal action.
Indemnification. This Section only applies to the extent permitted by law. If you are prohibited by law from entering into the indemnification obligation below, then you assume, to the extent permitted by law, all liability for all claims, demands, actions, losses, liabilities, and expenses (including attorneys’ fees, costs and expert witnesses’ fees) that are the stated subject matter of the indemnification obligation below. You agree to defend, indemnify and hold harmless the Psyonix Parties , from and against all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney fees, costs, and expert witnesses’ fees) arising from:
(A) your use of the Software; (B) any claim, that, if true, would constitute your violation of any of the terms of this Agreement or negligence; (C) your violation of any third-party right, including without limitation any copyright, trade secret, privacy or property right; or (D) any claim that your User-Generated Content caused damage to a third-party. You agree to reimburse Psyonix on demand for any defense costs incurred by Psyonix and any payments made or loss suffered by Psyonix, whether in court judgement or a settlement, based on any matter covered by this Section 9.