By Aqua Sample Clauses

By Aqua. Xxxx will defend, indemnify and hold harmless Customer against any third party demand, claim, suit, or action alleging that Customer's use of the Platform in accordance with this Agreement infringes such third party's intellectual property rights (an "Infringement Claim"), and Xxxx will pay any amounts finally awarded by a court against Customer (or otherwise agreed in settlement) under such Infringement Claim. Aqua will have no obligation or liability under this Section‌ 11.111.1 to the extent that the Infringement Claim is based upon or results from: (a) the combination or use of the Platform or Licensed Services or Licensed Products with any third party products or services if the claim would not have occurred if not for such combination or use; (b) any modification to the Platform or Licensed Services or Licensed Products not made by Aqua; (c) Customer's failure to comply with the written instructions of Aqua and/or with the terms of this Agreement or the Documentation; (d) where Customer continues the alleged infringing activity after being notified thereof; (e) use or retention of a copy of the Platform or Licensed Services or Licensed Products not in its most current version provided by Aqua; and/or (f) Aqua's compliance with any Customer instructions or requirements (any such claim in clauses (a) through (d), a "Reverse Infringement Claim").
Sample 1
AutoNDA by SimpleDocs
By Aqua. Aqua will defend, indemnify and hold harmless Customer against any third party demand, claim, suit, or action alleging that Customer's use of the Software in accordance with this Agreement infringes such third party's intellectual property rights (an "Infringement Claim"), and Aqua will pay any amounts finally awarded by a court against Customer (or otherwise agreed in settlement) under such Infringement Claim Aqua will have no obligation or liability under this Section 13.1 to the extent that the Infringement Claim is based upon or results from: (a) the combination or use of the Software with any third party products or services if such combination is the cause of the infringement; (b) any modification to the Software not made by Aqua; (c) Customer's failure to comply with the written instructions of Aqua and/or with the terms of this Agreement or the Documentation; (d) Customer’s continued use of the alleged infringing Software after being notified thereof; (e) use or retention of a copy of the Software not in its most current version provided by Aqua; and/or (f) Aqua's compliance with any Customer instructions or requirements.
Sample 1
By Aqua. Xxxx will defend, indemnify and hold harmless Customer against any third party demand, claim, suit, or action alleging that Customer’s use of the Software in accordance with this Agreement infringes such third party’s intellectual property rights (an “Infringement Claim“), and Xxxx will pay any amounts finally awarded by a court against Customer (or otherwise agreed in settlement) under such Infringement Claim. Aqua will have no obligation or liability under this Section 12.1 to the extent that the Infringement Claim is based upon or results from: (a) the combination or use of the Software with any third party products or services if the claim would not have occurred if not for such combination or use; (b) any modification to the Software not made by Aqua;
Sample 1
By Aqua. Aqua will defend, indemnify and hold harmless Customer, its affiliates, and their respective directors, officers, and employees, from and against any third party claims, demands, actions, suits, proceedings, damages, losses, judgments and/or liabilities arising from, or related to or in connection with any allegation that Customer's use of the Software (and any Third-Party Software) in accordance with this Agreement infringes, misappropriates or otherwise violates such third party's Intellectual Property Right (an "Infringement Claim"), and Aqua will pay any amounts finally awarded by a court against Customer (or otherwise agreed in settlement) under such Infringement Claim, as well as reimburse Customer for documented reasonable attorney's fees and other expenses and costs actually incurred by Customer prior to its notifying Aqua of the Infringement Claim in accordance with Section 11.4 (Procedure). Aqua will have no obligation or liability under this Section 11.1 to the extent that the Infringement Claim is based upon or results from: (a) the combination or use of the Software with any third party products or services; (b) any modification to the Software not by Aqua; (c) Customer's failure to comply with the written instructions of Aqua and/or with the terms of this Agreement or the Documentation;
Sample 1

Related to By Aqua

  • DEVELOPMENT OR ASSISTANCE IN DEVELOPMENT OF SPECIFICATIONS REQUIREMENTS/ STATEMENTS OF WORK Firms and/or individuals that assisted in the development or drafting of the specifications, requirements, statements of work, or solicitation documents contained herein are excluded from competing for this solicitation. This shall not be applicable to firms and/or individuals providing responses to a publicly posted Request for Information (RFI) associated with a solicitation.

  • Software License Agreement 1) Customers acquiring software licenses under the Contract shall hold, use and operate such software subject to compliance with the Software License Agreement set forth in Appendix D of this Contract. No changes to the Software License Agreement terms and conditions may be made unless previously agreed to between Vendor and DIR. Customers may not add, delete or alter any of the language in Appendix D; provided however, that a Customer and Vendor may agree to additional terms and conditions that do not diminish a term or condition in the Software License Agreement, or in any manner lessen the rights or protections of Customer or the responsibilities or liabilities of Vendor. Order Fulfiller shall make the Software License Agreement terms and conditions available to all Customers at all times.

  • Protocol No action to coerce or censor or penalize any negotiation participant shall be made or implied by any other member as a result of participation in the negotiation process.

  • RESEARCH AND PUBLICATION 34 CONTRACTOR shall not utilize information and/or data received from COUNTY, or arising out 35 of, or developed, as a result of this Agreement for the purpose of personal or professional research, or 36 for publication. 37 //

  • Musculoskeletal Injury Prevention and Control (a) The Hospital in consultation with the Joint Health and Safety Committee (JHSC) shall develop, establish and put into effect, musculoskeletal prevention and control measures, procedures, practices and training for the health and safety of employees.

  • Research Use The Requester agrees that if access is approved, (1) the PI named in the DAR and (2) those named in the “Senior/Key Person Profile” section of the DAR, including the Information Technology Director and any trainee, employee, or contractor1 working on the proposed research project under the direct oversight of these individuals, shall become Approved Users of the requested dataset(s). Research use will occur solely in connection with the approved research project described in the DAR, which includes a 1-2 paragraph description of the proposed research (i.e., a Research Use Statement). Investigators interested in using Cloud Computing for data storage and analysis must request permission to use Cloud Computing in the DAR and identify the Cloud Service Provider (CSP) or providers and/or Private Cloud System (PCS) that they propose to use. They must also submit a Cloud Computing Use Statement as part of the DAR that describes the type of service and how it will be used to carry out the proposed research as described in the Research Use Statement. If the Approved Users plan to collaborate with investigators outside the Requester, the investigators at each external site must submit an independent DAR using the same project title and Research Use Statement, and if using the cloud, Cloud Computing Use Statement. New uses of these data outside those described in the DAR will require submission of a new DAR; modifications to the research project will require submission of an amendment to this application (e.g., adding or deleting Requester Collaborators from the Requester, adding datasets to an approved project). Access to the requested dataset(s) is granted for a period of one (1) year, with the option to renew access or close-out a project at the end of that year. Submitting Investigator(s), or their collaborators, who provided the data or samples used to generate controlled-access datasets subject to the NIH GDS Policy and who have Institutional Review Board (IRB) approval and who meet any other study specific terms of access, are exempt from the limitation on the scope of the research use as defined in the DAR.

Time is Money Join Law Insider Premium to draft better contracts faster.