Common use of By Client Clause in Contracts

By Client. Client shall defend Pixalate, its Affiliates and their directors, officers and employees (collectively, the “Pixalate Indemnitees”) against any Third Party claims, actions, demands, proceedings and suits against any Pixalate Indemnitee (“Pixalate Indemnitee Claims”), and indemnify the Pixalate Indemnitees for all related liabilities, damages, settlements, penalties, fines, costs or expenses (including reasonable attorneys’ fees and other litigation expenses) incurred by such Pixalate Indemnitees arising out of any Pixalate Indemnitee Claims, to the extent such Pixalate Indemnitee Claims allege: (i) that Client Data or its use by Pixalate in the provision of Services and other Pixalate Materials hereunder infringes or misappropriates any Third Party’s Intellectual Property Rights; (ii) Client’s violation of applicable Laws in connection with this Agreement; (iii) Client’s or Client’s Personnel’s gross negligence, willful misconduct, fraud or misrepresentation; or (iv) Client’s breach of any representation or warranty made herein; provided that Pixalate: (a) promptly notifies Client in writing of the Pixalate Indemnitee Claim; (b) grants Client sole control of the defense and settlement of the Pixalate Indemnitee Claim; and (c) provides Client, at Client’s reasonable expense, with all assistance, information and authority reasonably required for the defense and settlement of the Pixalate Indemnitee Claim. Client will not enter into a settlement of any Pixalate Indemnitee Claim that would result in liability to Pixalate without Pixalate’s prior written consent, which Pixalate shall not delay or withhold unreasonably.

By Client. Client shall defend Pixalate, its Affiliates and its and their respective directors, officers and employees (collectively, the “Pixalate Indemnitees”) against any Third Party claims, actions, demands, proceedings and suits against any Pixalate Indemnitee (“Pixalate Indemnitee Claims”), and indemnify the Pixalate Indemnitees for all related liabilities, damages, settlements, penalties, fines, costs or expenses (including reasonable attorneys’ fees and other litigation expenses) incurred by such Pixalate Indemnitees arising out of any Pixalate Indemnitee Claims, to the extent such Pixalate Indemnitee Claims allege: (i) that Client Data or its use by Pixalate in the provision of Services and other Pixalate Materials hereunder infringes infringes, violates or misappropriates any Third Party’s Intellectual Property Rights, privacy rights, rights of publicity or other similar rights; (ii) Client’s violation of applicable Applicable Laws in connection with this Agreement; (iii) Client’s or Client’s Personnel’s gross negligence, willful misconduct, fraud or misrepresentation; or (iv) Client’s breach of any representation or warranty made herein; provided that Pixalate. Pixalate will use reasonable commercial efforts to: (a) promptly notifies notify Client in writing of the Pixalate Indemnitee Claim; (b) grants grant Client sole control of the defense and settlement of the Pixalate Indemnitee Claim; and (c) provides provide Client, at Client’s reasonable cost and expense, with all assistance, information and authority reasonably required for the defense and settlement of the Pixalate Indemnitee Claim. Client will not enter into a settlement of any Pixalate Indemnitee Claim that would result in liability to to, or adversely affect the rights of, Pixalate without Pixalate’s prior written consent, which Pixalate shall not delay or withhold unreasonably.

By Client. Client represents and warrants to MightyWeb that: (a) To the best of Client’s knowledge, use of the Client Content does not infringe the rights of any third party; (b) Client shall defend Pixalatecomply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials; (c) Client will obtain all necessary and appropriate rights and licenses to grant license to MightyWeb to use Third Party Materials. By MightyWeb: MightyWeb represents and warranty to Client that: (a) MightyWeb will provide the Services identified in the Agreement in a professional and workmanlike manner; (b) MightyWeb shall secure all necessary rights, its Affiliates title, and their directorsinterest in and to the Final Deliverables, officers and employees including MightyWeb Tools, sufficient for MightyWeb to grant the intellectual property rights provided in this Agreement; (collectivelyc) To the best of MightyWeb’s knowledge, the “Pixalate Indemnitees”Deliverables will not violate the rights of any third parties; (d) against If Client or third parties modify the Deliverables or use the Deliverables outside of the scope or purpose of this Agreement, all representations and warranties of MightyWeb shall be void. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT, MIGHTYWEB MAKES NO WARRANTIES WHATSOEVER. MIGHTYWEB EXPLICITLY DISCLAIMS ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH LAWS OR GOVERNMENT RULES OR REGULATIONS APPLICABLE TO THE PROJECT. By Client: Client shall indemnify MightyWeb from any Third Party claimsand all damages, actions, demands, proceedings and suits against any Pixalate Indemnitee (“Pixalate Indemnitee Claims”), and indemnify the Pixalate Indemnitees for all related liabilities, damagescosts, settlementslosses, penalties, fines, costs expenses or expenses (including reasonable attorneys’ attorney fees and other litigation expenses) incurred by such Pixalate Indemnitees arising out of any Pixalate Indemnitee Claimsclaim, to the extent such Pixalate Indemnitee Claims allege: (i) that Client Data demand, or its use action by Pixalate in the provision a third party arising out of Services and other Pixalate Materials hereunder infringes or misappropriates any Third Party’s Intellectual Property Rights; (ii) breach of Client’s violation of applicable Laws in connection with responsibilities or obligations, representations or warranties under this Agreement; (iii) Client’s or Client’s Personnel’s gross negligence, willful misconduct, fraud or misrepresentation; or (iv) Client’s breach of any representation or warranty made herein; provided that Pixalate: (a) . MightyWeb shall promptly notifies notify Client in writing of any third party claim or suit. Client shall have the Pixalate Indemnitee Claim; (b) grants Client sole right to fully control of the defense and any settlement of such claim or suit. By Developer: In the Pixalate Indemnitee Claim; and (c) provides Clientcase of a third party lawsuit or proceeding based on a claim that Deliverables breach the third party’s intellectual property rights, and it is determined that such infringement has occurred, MightyWeb may at Client’s reasonable its own expense, replace any infringing content with all assistancenon-infringing content. Limitation of Liability. THE SERVICES AND THE WORK PRODUCT OF MIGHTYWEB ARE SOLD “AS IS.” IN ALL CIRCUMSTANCES, information and authority reasonably required for the defense and settlement of the Pixalate Indemnitee ClaimTHE MAXIMUM LIABILITY OF MIGHTYWEB, ITS DIRECTORS, OFFICERS, EMPLOYEES, DESIGN AGENTS AND AFFILIATES (“MIGHTYWEB PARTIES”), TO CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENT’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE NET PROFIT OF MIGHTYWEB. Client will not enter into a settlement of any Pixalate Indemnitee Claim that would result in liability to Pixalate without Pixalate’s prior written consentIN NO EVENT SHALL MIGHTYWEB BE LIABLE FOR ANY LOST DATA OR CONTENT, which Pixalate shall not delay or withhold unreasonablyLOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE MATERIALS OR THE SERVICES PROVIDED BY MIGHTYWEB, EVEN IF MIGHTYWEB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

By Client. Client represents and warrants to Jukkie Digital Agency that: (a) To the best of Client’s knowledge, use of the Client Content does not infringe the rights of any third party; (b) Client shall defend Pixalatecomply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials; (c) Client will obtain all necessary and appropriate rights and licenses to grant license to Jukkie Digital Agency to use Third Party Materials. By Jukkie Digital Agency: Jukkie Digital Agency represents and warranty to Client that: (a) Jukkie Digital Agency will provide the Services identified in the Agreement in a professional and workmanlike manner; (b) Jukkie Digital Agency shall secure all necessary rights, its Affiliates title, and their directorsinterest in and to the Final Deliverables, officers and employees including Jukkie Digital Agency Tools, sufficient for Jukkie Digital Agency to grant the intellectual property rights provided in this Agreement; (collectivelyc) To the best of Jukkie Digital Agency’s knowledge, the “Pixalate Indemnitees”Deliverables will not violate the rights of any third parties; (d) against If Client or third parties modify the Deliverables or use the Deliverables outside of the scope or purpose of this Agreement, all representations and warranties of Jukkie Digital Agency shall be void. By Client: Client shall indemnify Jukkie Digital Agency from any Third Party claimsand all damages, actions, demands, proceedings and suits against any Pixalate Indemnitee (“Pixalate Indemnitee Claims”), and indemnify the Pixalate Indemnitees for all related liabilities, damagescosts, settlementslosses, penalties, fines, costs expenses or expenses (including reasonable attorneys’ attorney fees and other litigation expenses) incurred by such Pixalate Indemnitees arising out of any Pixalate Indemnitee Claimsclaim, to the extent such Pixalate Indemnitee Claims allege: (i) that Client Data demand, or its use action by Pixalate in the provision a third party arising out of Services and other Pixalate Materials hereunder infringes or misappropriates any Third Party’s Intellectual Property Rights; (ii) breach of Client’s violation of applicable Laws in connection with responsibilities or obligations, representations or warranties under this Agreement; (iii) Client’s or Client’s Personnel’s gross negligence, willful misconduct, fraud or misrepresentation; or (iv) Client’s breach of any representation or warranty made herein; provided that Pixalate: (a) . Jukkie Digital Agency shall promptly notifies notify Client in writing of any third-party claim or suit. Client shall have the Pixalate Indemnitee Claim; (b) grants Client sole right to fully control of the defense and any settlement of such claim or suit. By Jukkie Digital Agency: In the Pixalate Indemnitee Claim; and (c) provides Clientcase of a third-party lawsuit or proceeding based on a claim that Deliverables breach the third party’s intellectual property rights, and it is determined that such infringement has occurred, Jukkie Digital Agency may at Client’s reasonable its own expense, replace any infringing content with all assistancenon- infringing content. Limitation of Liability. THE SERVICES AND THE WORK PRODUCT OF JUKKIE DIGITAL AGENCY ARE SOLD “AS IS.” IN ALL CIRCUMSTANCES, information and authority reasonably required for the defense and settlement of the Pixalate Indemnitee ClaimTHE MAXIMUM LIABILITY OF JUKKIE DIGITAL AGENCY, ITS DIRECTORS, OFFICERS, EMPLOYEES, DESIGN AGENTS AND AFFILIATES (“JUKKIE DIGITAL AGENCY PARTIES”), TO CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENT’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE NET PROFIT OF JUKKIE DIGITAL AGENCY. Client will not enter into a settlement of any Pixalate Indemnitee Claim that would result in liability to Pixalate without Pixalate’s prior written consentIN NO EVENT SHALL JUKKIE DIGITAL AGENCY BE LIABLE FOR ANY LOST DATA OR CONTENT, which Pixalate shall not delay or withhold unreasonablyLOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE MATERIALS OR THE SERVICES PROVIDED BY JUKKIE DIGITAL AGENCY, EVEN IF JUKKIE DIGITAL AGENCY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.