By Merchant. 8.3.1 Merchant represents and warrants that it has the appropriate license, right, title or interest to all Merchant Trademarks and other Intellectual Property provided by Merchant or on Merchant’s behalf.
By Merchant. Merchant will defend, indemnify and hold BlueSnap and its affiliates, directors, officers, employees, and agents harmless against any Claims against BlueSnap arising out of (i) Merchant’s breach of this Agreement regarding the Products(s) or Services hereunder, including but not limited to breach of Sections 8.3 and 13, the Products’ description, fitness, merchantability, and safety, (ii) Product warranties (iii) Claims related to End-User Customer use of the Products; and (iv) any Claim involving misuse or loss of End-User Customer Information by Merchant including loss due to security breach; and (v) any Claim relating to any taxes chargeable or payable on the transaction; and (vi) in respect of any Claim, penalty, fine or loss relating to any improper, unauthorized, illegal, and/or fraudulent transactions; and (vii) act of negligence, any third party claim in respect of Intellectual Property, or title to the Products, actions in breach of Card Association rules, provided that for the above, BlueSnap (a) promptly gives written notice of the Claim to Merchant; (b) gives Merchant sole control of the defense and settlement of the Claim; and (c) provides to Merchant, at Merchant’s cost, all reasonable assistance requested by Xxxxxxxx. Such indemnity shall include all reasonable legal fees and costs of investigation.
By Merchant. You may terminate your use of the Services at any time. Merchant may terminate its acceptance of American Express at any time upon notice.
By Merchant. 8.3.1 Merchant represents and warrants that by entering into this Agreement it is not in breach or contravention of any other agreement, contractual, legal or regulatory obligation.
By Merchant. Merchant will defend, indemnify and hold BlueSnap and its affiliates, directors, officers, employees, and agents harmless against any Claims against BlueSnap arising out of (i) Merchant’s breach of this Agreement, (ii) Product warranties, description, fitness, merchantability, and safety (iii) Claims related to End-User Customer use of the Products; and
By Merchant. Merchant represents and warrants that it (i) has full power and authority under all relevant laws and regulations to offer, sell and distribute the products offered by it, including but not limited to holding all necessary licenses from all necessary jurisdictions to engage in the advertising and sale of such products, and (ii) will not engage in any activities: (A) that constitute or encourage a violation of any applicable law or regulation, including but not limited to the sale of illegal goods or the violation of export control or obscenity laws; (B) that infringe the rights of any third party, including but not limited to the intellectual property, business, contractual or fiduciary rights of others; and (C) that are in any way connected with the transmission of the unsolicited distribution of email or with any unethical marketing practices.
By Merchant. Merchant agrees to indemnify and hold harmless Yahoo! and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees and agents from any claim or demand, including reasonable attorneys’ fees, made by any third party to the extent that such claim or demand is based on, or arises out of, (i) any products offered, distributed or sold by Merchant in connection with the Service; (ii) any mistake, error or omission made by Merchant, including but not limited to data corruption or wrongful disclosure of Customer Order Information; or (iii) any alleged violation of any rights of another that results from Merchant’s use of any content, trademarks, service marks, trade names, copyrighted or patented material, or other intellectual property used by Merchant; provided, however, that in any such case: (A) Yahoo! provides Merchant with prompt notice of any such claim; (B) Yahoo! permits Merchant to assume and control the defense of such action, with counsel chosen by Merchant (who will be reasonably acceptable to Yahoo!); and (C) Merchant does not enter into any settlement or compromise of any such claim without Yahoo!’s prior written consent, which consent will not be unreasonably withheld. It is understood and agreed that Yahoo! will not be required to edit or review for accuracy or appropriateness any content provided by Merchant.
By Merchant. Merchant will defend, indemnify and hold BlueSnap and its affiliates, directors, officers, employees, and agents harmless against any Claims against BlueSnap arising out of (i) Merchant’s breach of this Agreement regarding the Products(s) or Services hereunder, including but not limited to breach of Sections 8.3 and 13, (ii) Product warranties (iii) Claims related to End- User Customer use of the Products; and (iv) any Claim involving misuse or loss of End-User Customer Information by Merchant including loss due to security breach; and (v) any Claim relating to any taxes chargeable or payable on the transaction; and (vi) in respect of any Claim, penalty, fine or loss relating to any improper, unauthorized, illegal, and/or fraudulent transactions; and (vii) act of negligence, actions in breach of Card Association rules, provided that for the above, BlueSnap (a) promptly gives written notice of the Claim to Merchant; (b) gives Merchant sole control of the defense and settlement of the Claim; and (c) provides to Merchant, at Merchant’s cost, all reasonable assistance requested by Xxxxxxxx. Such indemnity shall include all reasonable legal fees and costs of investigation.
By Merchant. Merchant warrants, represents and agrees that (a) Products offered, sold or otherwise provided as part of the Merchant Site are made, offered, sold or otherwise provided in compliance with applicable laws and will not infringe the copyrights, trademarks, service marks or any other proprietary right of any third party, (b) operation of the Merchant Site is in compliance with MSP's technical specifications and all applicable laws and (c) Merchant has the power and authority to enter into and perform its obligations under this Agreement, (d) Merchant will perform all of its obligations under this Agreement.
By Merchant. Without limitation of any other indemnity provided to any Holder pursuant to this Agreement, to the extent permitted by law, Merchant shall indemnify and hold harmless each Holder, the affiliates, officers, directors and partners of each Holder, any underwriter (as defined in the Securities Act) for such Holder, and each person, if any, who controls such Holder or underwriter (within the meaning of the Securities Act or the Exchange Act) (each, a "Holder Indemnitee"), against any losses, claims, damages or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "VIOLATION"): (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statements including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (iii) any violation or alleged violation by Merchant of the Securities Act, the Exchange Act, or any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law, and Merchant shall reimburse each Holder Indemnitee for any legal or other expenses incurred by them in connection with investigating, defending or settling any such loss, claim, damage, liability or action; provided, however, that Merchant shall not be liable to any Holder Indemnitee in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by any such Holder or any officer, director or controlling person thereof.
