Your Indemnity. You shall indemnify and hold Conga, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of, or in connection with a claim arising from or related to Conga System’s access to, or possession, manipulation, processing, or use of the Customer Data or User Details as is necessary to provide the Service.
Your Indemnity. You indemnify us and will keep us, and our Related Bodies Corporate, indemnified against any loss, cost, expense, damage or other liability (including legal costs on a solicitor/client basis) (Loss) arising out of:
(a) your breach of this Agreement;
(b) any claim or demand against us (including for negligence) by any person other than you, which arises from or is connected with your use of the Services or Equipment;
(c) any claim or demand (including for negligence) which you or any other person makes against any of our Suppliers which arises from or is connected with your use of the Services or Equipment;
(d) any damage which you or your employees, agents or contractors cause to our, or our Suppliers', network, equipment or other property;
(e) the reproduction, broadcast, use, transmission, communication or making available of any material (including data and information of any sort) by you; or
(f) any breach of a person's rights or defamation of a person (or allegation of such breach or defamation) involving your use of the Services or any Equipment, provided that you will not be liable to us for any Loss under this indemnity to the extent that the Loss was caused or contributed to by our or our Related Bodies Corporate's negligence or breach of this Agreement.
Your Indemnity. 14.1 You indemnify us and will keep us, and our Related Body Corporate, indemnified against any loss, cost, expense, damage or other liability (including legal costs on a solicitor/client basis) arising out of:
14.1.1 your breach of this SFOA;
14.1.2 any claim or demand against us (including for negligence) by any person other than you, which arises from or is connected with our supply of the Services, any and all components of the Package, or any other equipment;
14.1.3 any claim or demand (including for negligence) which you or any other person make against any of our Suppliers which arises from or is connected with our supply of the Services, any and all components of the Package, or any other equipment;
14.1.4 any damage which you or your employees, agents or contractors cause to our, or our Supplier's, network, equipment or other property;
14.1.5 the reproduction, broadcast, use, transmission, communication or making available of any material (including data and information of any sort) by you; or
14.1.6 any breach of a person's rights or defamation of a person (or allegation of such breach or defamation) involving the use of the Services, or any and all components of the Package, or any other equipment by you.
Your Indemnity. 14.1 You indemnify us and will keep us, and our Related Body Corporate, indemnified against any loss, cost, expense, damage or other liability (including legal costs on a solicitor/client basis) arising out of:
Your Indemnity. You will indemnify us against and hold us harmless from all claims, demands, losses, liabilities, or expenses (including attorneys’ fees and expenses) resulting
Your Indemnity. Unless prohibited by applicable law, You will indemnify and defend us against any third-party claim resulting from a breach of Sections 2.5 or 5.2 or alleging that any of your Customer Content infringes upon any patent or copyright, or violates a trade secret of any party, and you agree to pay reasonable attorney’s fees, court costs, damages finally awarded, or reasonable settlement costs with respect to any such claim. We will promptly notify you of any claim and cooperate with you in defending the claim. You will reimburse us for reasonable expenses incurred in providing any cooperation or assistance. You will have full control and authority over the defense and settlement of any claim, except that: (i) any settlement requiring us to admit liability requires prior written consent, not to be unreasonably withheld or delayed, and (ii) we may join in the defense with our own counsel at our own expense.
Your Indemnity. You agree to defend (at your expense) RStudio and its officers, directors, and employees from and against any and all Third Party Claims asserted against any or all of them which Third Party Claims arise out of or relate to your Customer Applications or use of the Software in violation of this Agreement, and you shall indemnify and hold RStudio and its indemnitees harmless from all damages finally awarded by a court of competent jurisdiction or in a binding arbitration or agreed to by you in settlement with respect to such Third Party Claims.
Your Indemnity. You shall indemnify, defend, and hold harmless Bazaarvoice, its officers, agents, and employees against all losses, damages, liabilities, costs, and expenses (including but not limited to reasonable attorneys’ fees), resulting from any judgment or proceeding, or any settlement agreement, from a third party’s claim that arises out of (a) your breach of any applicable laws, regulations, codes or ordinances, including but not limited to privacy law; and (b) arising from a third party’s claim that your website on which the Services are provided or any application you develop infringes any trademark, copyright or patent in the United States.
Your Indemnity. You shall defend Us from and against any claim by a third party arising from or related to any of Your Content or any product or service offered by You in connection with or related to the Service and shall indemnify and hold harmless Exasol from an against any damages and costs awarded against Exasol or agreed in settlement by You (including reasonable attorneys’ fees) resulting from such claim.
Your Indemnity. You agree to indemnify us for any costs, expenses or fees we may incur as a result of your failure to perform your obligations under this Agreement, whether they arise as a result of the Termination by us of any Transaction or in some other way. This includes any legal costs on a solicitor and own client basis that we may incur in order to enforce our rights or recover any amounts you owe us. You also agree to indemnify us for any fees, costs, duties and taxes charged by third parties in relation to the Transactions you enter into, including fees charged by your recipient bank, whether or not those fees or charges were notified to you in advance.
