Indemnification and Limitations on Liability. In addition to the indemnifications and limitations on liability contained in the Owner’s Guide to Services, you hereby indemnify and hold harmless Credit Union and each of its directors, officers, employees, agents, successors, and assigns (“Indemnitees”) from and against all liability, loss, and damage of any kind (including attorneys’ fees and other costs incurred in connection therewith) incurred by or asserted against such Indemnitee in any way relating to or arising out of (a) the Service, (b) any Image, Item or IRD, (c) any failure by you to comply with the terms of this Agreement or breach by you of any representation or warranty contained herein, (d) any failure by you to comply with applicable laws and regulations, or (e) any acts or omissions of you or any third party. This paragraph shall survive the termination of this Agreement for any reason. YOU AGREE YOUR USE OF THE SERVICE AND ALL INFORMATION AND CONTENT (INCLUDING THAT OF THIRD PARTIES) IS AT YOUR RISK AND IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, WE DISCLAIM ALL WARRANTIES OF ANY KIND AS TO THE USE OF THE SERVICE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. WE MAKE NO WARRANTY THAT THE SERVICE (i) WILL MEET YOUR REQUIREMENTS, OR (ii) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. FURTHER, WE MAKE NO WARRANTY THAT (i) THE RESULTS THAT MAY BE OBTAINED FROM THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (ii) ANY ERRORS IN THE SERVICE OR TECHNOLOGY WILL BE CORRECTED. YOU AGREE THAT WE WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER LOSSES RESULTING FROM THE USE OR THE INABILITY TO USE THE SERVICE INCURRED BY YOU OR ANY THIRD PARTY ARISING FROM OR RELATED TO THE USE OF, INABILITY TO USE, OR THE TERMINATION OF THE USE OF THE SERVICE, REGARDLESS OF THE FORM OF ACTION OR CLAIM (WHETHER CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE), EVEN IF WE HAVE BEEN INFORMED OF THE POSSIBILITY THEREOF. WITHOUT IN ANY WAY LIMITING THE FOREGOING, YOU AGREE FURTHER THE CREDIT UNION SHALL NOT BE LIABLE FOR ANY DAMAGES OTHER THAN THOSE CAUSED SOLELY AND DIRECTLY BY ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AND ITS LIABILITY SHALL IN NO EVENT EXCEED THE LESSER OF YOUR ACTUAL DAMAGES OR THE TOTAL IN ...
Indemnification and Limitations on Liability. Customer will defend, indemnify and hold Spectrotel, its affiliates, representatives, successors, and assignees, and each of their respective owners, directors, officers, employees and agents, harmless from and against all third-party claims, suits, expenses, losses, demands, actions, causes of action, judgments, costs and reasonable attorney’s fees and expenses of any kind or nature for any and all damages of any kind arising from or related to any use or misuse of the Service(s) or otherwise arising under the applicable Service Agreements or this MSA. Spectrotel will defend, indemnify and hold Customer, its affiliates and each of their respective owners, directors, officers, employees and agents harmless from and against all third-party claims, suits, expenses of any kind of any nature for any and all damages of any kind arising from or related to (a) any claim that the Services, equipment, software, and any other materials provided by Spectrotel under the MSA or an applicable Service Agreement infringes any intellectual property or other proprietary right of a third party or
Indemnification and Limitations on Liability. In addition to the indemnifications and limitations on liability contained in the Deposit Agreement, you hereby indemnify and hold harmless Credit Union and each of its directors, officers, employees, agents, successors, and assigns ("Indemnitees") from and against all liability, loss, and damage of any kind (including attorneys' fees and other costs incurred in connection therewith) incurred by or asserted against such Indemnitee in any way relating to or arising out of (a) your use of the U1 Online Services, or any of them, (b) any failure by you to comply with the terms of this Agreement or breach by you of any representation or warranty contained herein, (c) any failure by you to comply with applicable laws and regulations, (d) any acts or omissions of you or any third party, (e) our reliance on the information, instruction, license and/or authorization provided by you under this Agreement, (f) your infringement, or infringement by any user of your Credit Union account(s), of any intellectual property or right of any person or entity. You agree that Intuit Inc. is a third party service provider and a third party beneficiary of these Terms and Conditions, with all rights to enforce such provisions as if they were parties to these Terms and Conditions. This paragraph shall survive the termination of this Agreement for any reason.
Indemnification and Limitations on Liability. In addition to the indemnifications and limitations on liability contained in the Membership and Account Agreement, you hereby indemnify and hold harmless Credit Union and each of its directors, officers, employees, agents, successors, and assigns (“Indemnitees”) from and against all liability, loss, and damage of any kind (including attorneys’ fees and other costs incurred in connection therewith) incurred by or asserted against such Indemnitee in any way relating to or arising out of (a) your use of the Envision Online Services, or any of them, (b) any failure by you to comply with the terms of this Agreement or breach by you of any representation or warranty contained herein,
Indemnification and Limitations on Liability. 12.1. Except to the extent of City's gross negligence or willful misconduct, Customer agrees to indemnify, defend, and hold harmless City of and from any and all claims, causes of action, damages and judgments arising out of any act or omission of City, and its officers, directors, employees and agents that may have caused injury or damage to any person, or to the equipment, fixtures, goods, products, or other property of the Customer, the Customer's employees, contractors, invitees, customers, or any other person in or about the Property, regardless of cause or whether or not such injury or damage results from conditions arising from Services provided by City hereunder or the installation, operation or maintenance of the Added Facilities and/or Line Extension or any failure of the Added Facilities or Line Extension to deliver electrical power or any defect in the Added Facilities and/or Line Extension, or explosion, fire, or steam released from the Added Facilities and/or Line Extension.
Indemnification and Limitations on Liability. 12.1 OSI hereby agrees to and shall defend, indemnify, and hold harmless the Manufacturer and the Distribution Agent and their respective employees, agents, officers, and directors (each the “Manufacturer Indemnitees” and “Distribution Agent Indemnitees”, and collectively, the Manufacturer/Distribution Agent Indemnitees”), from, against, and in respect of, any and all losses, judgments, damages, liabilities (including but not limited to product liability), suits, actions, expenses (including attorney’s fees and expenses), and proceedings (collectively “Losses”) arising from:
Indemnification and Limitations on Liability. 17 6.1 Survival.......................................................................................17 6.2 Indemnity by Seller and the Members............................................................17 6.3 Set-off Rights of Buyer........................................................................18 6.4
Indemnification and Limitations on Liability. 11.1 Company agrees to hold harmless, indemnify, and defend Customer and its agents, affiliates, partners, officers, or stockholders against any and all claims, losses, liabilities, damages, and expenses, including legal fees, fines, judgments, and settlement amounts all made in connection with or arising from errors in any representation or warranty made by Company under this Agreement, any breach of the Agreement by Company, or any omission or negligent act by Company in connection with this Agreement, provided that such negligent act, omission, or error was not done at the direction of Customer.
Indemnification and Limitations on Liability. 18 13.1 Indemnification. 18 13.2 Limitations on Liability. 21
Indemnification and Limitations on Liability. Relating to Negligence and Strict Liability. 22 13.4 Exclusive Remedy. 23 13.5 Insurance. 23
