By Customer. To the extent permitted by applicable law, Customer will defend Microsoft and its Affiliates against any third-party claim to the extent it alleges that: (1) any Customer Data or Non-Microsoft Product hosted in an Online Service by Microsoft on Customer's behalf misappropriates a trade secret or directly infringes a patent, copyright, trademark, or other proprietary right of a third party; or (2) Customer’s use of any Product, alone or in combination with anything else, violates the law or harms a third party. Limitation of liability. For each Product, each party’s maximum, aggregate liability to the other under this Agreement is limited to direct damages finally awarded in an amount not to exceed the amounts Customer was required to pay for the Products during the term of the applicable licenses, subject to the following: a. Subscriptions. For Products ordered on a subscription basis, Microsoft’s maximum liability to Customer for any incident giving rise to a claim will not exceed the amount Customer paid for the Product during the 12 months before the incident. b. Free Products and distributable c ode. For Products provided free of charge and code that Customer is authorized to redistribute to third parties without separate payment to Microsoft, Microsoft’s liability is limited to direct damages finally awarded up to US$5,000.
By Customer. Customer agrees that if, in the course of performing the Service(s), it is necessary for Exodus to access Customer Equipment and use Customer Technology, Exodus is hereby granted and shall have a nonexclusive, royalty-free license, during the term of this Agreement, to use the Customer Technology solely for the purposes of delivering the Service(s) to Customer. Exodus shall have no right to use the Customer Technology for any purpose other than providing the Service(s).
By Customer. Customer agrees to indemnify, defend and/or handle at its own cost and expense any claim or action against UnitedLayer, its parent companies and its affiliates and their successors, and their respective officers, directors, employees, shareholders, representatives, and agents (each an “Indemnified Party”) from and against any action or Claims (defined below) by a third party arising out of, or relating directly or indirectly to the Agreement, the License (if any) granted under the Agreement and the use of the Services by Customer or any person or entity acting through or on behalf of Customer, excepting therefrom Claims arising out of the gross negligence or intentional misconduct of UnitedLayer as determined by a court of competent jurisdiction. For purposes of the Agreement, the term “Claims” means any and all claims, causes of action (whether based on tort or contract law principles, law or equity, or otherwise), charges, assessments, fines, and penalties of any kind (including consultant and expert expenses, court costs, and reasonable attorneys’ fees and costs). Claims include claims for injury to any persons (including death at any time resulting from that injury), and loss of, injury or damage to, or destruction of real or personal property. The provisions of this section shall survive the expiration or earlier termination of the Agreement. An Indemnified Party shall give Customer prompt notice of any claim asserted or threatened against it and the basis of which the Indemnified Party intends to seek indemnification, but the obligations of the Customer shall not be conditioned upon receipt of such notice except to the extent that Customer is actually prejudiced by such failure to give notice. Customer shall promptly assume the defense of the Indemnified Party with counsel reasonably satisfactory to the Indemnified Party and the fees and expenses of such counsel shall be at the sole cost and expense of Customer. Notwithstanding the foregoing, the Indemnified Party shall be entitled, at its expense, to employ counsel separate from counsel for the Customer and from any other party in such action, proceeding, or investigation. An Indemnified Party may not agree to a settlement of a Claim without the prior written approval of the Customer, which approval shall not be unreasonably withheld. Customer may not agree to a settlement of a Claim against an Indemnified Party unless such settlement includes a full release of the Indemnified Party.
By Customer. Customer will indemnify, hold harmless and (if required by SurveyMonkey in writing) defend (collectively defined as “indemnity”, “indemnification”, or some variation thereof) SurveyMonkey from and against all Loss arising out of a third party claim (including in relation to any claim made or investigation conducted by a data protection or privacy regulator) regarding or in connection with: (a) Customer Data (including claims that Customer Data infringes or misappropriates a third party’s Intellectual Property Rights or violates applicable law); or (b) Customer’s use of the Services in violation of the SurveyMonkey Acceptable Use Policy.
By Customer. Subject to Sections 7.3, 9 and 11, and except as otherwise provided in Section 12, Customer hereby unconditionally, irrevocably and absolutely agrees to protect, defend, indemnify and hold harmless Terminal and Terminal’s past, present and future officers, directors, shareholders, employees, agents, attorneys and representatives, and each of the foregoing’s successors and assigns (collectively the “Terminal Indemnitees”), from any and all Adverse Consequences incurred, paid or sustained by any of the Terminal Indemnitees, in each case in connection with, arising out of, based upon, relating to or otherwise involving: (i) the negligent or willful acts or omissions on the part of Customer, its employees, agents, or contractors (including any contractors transporting Product to or from a Terminal Facility unless under the employ or under contract to Terminal) in the performance of this Agreement; and (ii) the receipt, formulating, storage, handling or reshipment of Customer’s Products pursuant to this Agreement.
By Customer. To the extent permitted by applicable law, Customer will defend Smartsheet and Smartsheet’s Affiliates providing the Services, and their respective officers, directors, and employees (“Smartsheet Indemnified Parties”) from and against any claims, demands, proceedings, investigations, or suits, brought by a third party arising out of Customer Content or Customer’s use of the Services or Customizations in violation of applicable law (each, a “Claim Against Smartsheet”). Customer will indemnify Smartsheet Indemnified Parties for any finally awarded damages or settlement amount approved by Customer in writing to the extent arising from a Claim Against Smartsheet, and any reasonable attorneys’ fees of Smartsheet associated with initially responding to a Claim Against Smartsheet.
By Customer. If a third party claims against Infocyte that any part of the Customer Data violates a law or infringes that party's patent, copyright, or other right, Customer will defend Infocyte against that claim at Customer’s expense and pay all costs, damages, and attorneys’ fees that a court finally awards or that are included in a settlement approved by Customer, provided that Infocyte promptly notifies Customer of the claim in writing, cooperates with Customer in the defense, and allows Customer to solely control the defense or settlement of the claim.