Common use of By CSI Clause in Contracts

By CSI. CSI shall indemnify FDMS, its Affiliates and Channels, and its and their directors, officers and employees (the "FDMS Group"), for any claim, loss, damage, expenses, penalty or liability the FDMS Group member sustains or incurs, including reasonable attorneys fees and litigation costs (together, "Loss") as a result of a claim by a third party (i) that CSI or its agent has breached the Program Privacy Policy; (ii) arising out of any products and services provided by CSI or its agents; (iii) related to the CSI Property; and (iv) arising out of a breach of this Agreement by CSI or its agents. CSI's obligation to indemnify the FDMS Group pursuant to the foregoing shall not apply to the extent such claim is due to the breach of this Agreement by any member of the FDMS Group or its agents, or the gross negligence or willful misconduct of any member of the FDMS Group, or its agents. In addition to the foregoing, CSI shall indemnify the FDMS Group for any Loss arising out of CSI's or its agents' use or disclosure of the Transaction Data in any manner not permitted under this Agreement, wherein the information in issue was obtained by the party who wrongfully used or disclosed it, pursuant to, or as a result of, this Agreement.