By Google. Google will indemnify, defend, and hold harmless Customer from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim that Google’s technology used to provide the Services or any Google Brand Feature infringe or misappropriate any patent, copyright, trade secret or trademark of such third party. Notwithstanding the foregoing, in no event shall Google have any obligations or liability under this Section arising from: (i) use of the Services or Google Brand Features in a modified form or in combination with materials not furnished by Google, and (ii) any content, information or data provided by Customer, End Users or other third parties.
By Google. If Customer cannot resolve a support issue consistent with the above, then Customer may escalate the issue to Google in accordance with the TSS Guidelines. Google will provide TSS to Customer in accordance with the TSS Guidelines.
By Google. If Google modifies the Google Branding Guidelines, Google Program Guidelines, or the Google technical protocols and the modification requires action by Company, Company will take the necessary action no later than [*] from receipt of notice of such modification from Google [*].
By Google. (a) Google will indemnify, defend, and hold harmless Company from and against all liabilities, damages, and costs (including settlement costs) arising out of a third party claim: (i) [*], (ii) arising from Google’s breach of this Agreement, or (iii) [*], or (iv) arising from or related to Google’s breach of any third party agreements as a result of Google’s entering into this Agreement or Google’s provision of the Services under the terms of this Agreement.
By Google. During the Term, Google shall on a [ *** ] basis provide Distributor [ *** ].
By Google. If Google modifies any Google Branding Guidelines, Google Program Guidelines, Google Technical Protocols or ADX Guidelines and the modification requires action by Company then, subject to clause 6.2(e), Company will complete the necessary action no later than 30 days from receipt of notice from Google of the modification.
By Google. Google may use and disclose PHI only as permitted under HIPAA as specified in the Agreement and under this HIPAA BAA. Google may also use and disclose PHI for the proper management and administration of Google’s business and to carry out the legal responsibilities of Google, provided that any disclosure of PHI for such purpose may only occur if (1) required by applicable law; or (2) Google obtains written reasonable assurances from the person to whom PHI will be disclosed that it will be held in confidence, used only for the purpose for which it was disclosed, and that Google will be notified of any Breach.
By Google. Google will defend, or at its option settle, any third party lawsuit or proceeding brought against Company based upon or otherwise arising out of: (a) any breach or claimed breach of the first sentence of Section 9.1; (b) any claim in a Territory that the Google Applications, Google’s server-side technology used to deliver a Google Application to a Device or Google Trademarks infringe any copyright, trade secret, patent or trademark of such third party. Notwithstanding the foregoing, in no event shall Google have any obligations or liability under this Section 11.1 arising from: (i) modifications of the Google Applications or the Google Trademarks by any party other than Google; (ii) combination of the Google Applications or the Google Trademarks with any other software or products or any other materials; and (iii) third party claims to the extent covered in Section 11.2 below). Google, in its sole and reasonable discretion, reserves the right to terminate Company’s continued distribution of or access to the Google Applications or the Google Trademarks which are alleged or believed by Google to infringe the rights of a third party. Google shall have no obligations under this Section 11.1 regarding the Android platform or any third party products distributed through the Android Market.
By Google. Google will indemnify, defend, and hold harmless Company from and against all liabilities, damages, and costs (including settlement costs) arising out of a third party claim: (a) that Google’s technology used to provide the Services or any Google Brand Features infringes or misappropriates any copyright, trade secret, trademark or US patent of that third party; or (b) arising from Google’s breach of this Agreement. For purposes of clarity, Google will not have any obligations or liability under this Section 11 arising from any Search Results, Ads, content appearing in Search Results or Ads, or content to which Search Results or Ads link.
By Google. Subject to payment of applicable support Fees, Google will provide TSS to Customer during the Term in accordance with the TSS Guidelines. Certain TSS levels include a minimum recurring Fee as described in the "Fees" definition below. If Customer downgrades its TSS level during any calendar month, Google may continue to provide TSS at the same level and TSS Fees before the downgrade for the remainder of that month.
