By PredPol. PredPol will indemnify, defend, and hold harmless Customer from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of a third party claim that PredPol's technology used to provide the Services or any PredPol Brand Feature infringe or misappropriate any patent, copyright, trade secret or trademark of such third party. Notwithstanding the foregoing, in no event shall PredPol have any obligations or liability under this Section arising from: (i) use of any Services or PredPol Brand Features in a modified form or in combination with materials not furnished by PredPol, and (ii) any content, information or data provided by Customer, End Users or other third parties.
By PredPol. As respects acts, errors or omissions in the performance of professional services, PREDPOL agrees to indemnify and hold harmless CLIENT, its officials, officers, and employees from and against any and all claims, losses, damages, defense costs, or liability, of any kind or nature, arising directly out of the negligent acts, errors or omissions of the PREDPOL or any subcontractor in the performance of professional services under this Agreement. As respects all acts, errors or omissions which do not arise directly out of the performance of professional services, including but not limited to those acts, errors or omissions typically covered by ISO-based general and automobile liability insurance coverage, PREDPOL agrees to indemnify, defend (at CLIENT's option), and hold harmless CLIENT, its officials, officers, employees, agents, and representatives from and against any and all claims, losses, damages, defense costs, or liability, of any kind or nature (collectively referred to hereinafter as “Claims”), arising out of or in connection with PREDPOL’s (or PREDPOL's contractors’ or subcontractors’, if any) acts, errors, omissions, or work, relative to this Agreement; except for those Claims which arise out of the sole negligence or willful misconduct of CLIENT. The obligations set forth in this indemnification provision (i) shall be in effect without regard to whether or not CLIENT, PREDPOL, or any other person maintains, or fails to maintain, insurance coverage, or a self-insurance program, for any such Claims; and (ii) shall survive the termination of this Agreement. PREDPOL will defend and hold harmless CLIENT against any third party claim that the Services infringe or misappropriate the intellectual property of a third party (“Infringement Claim”), and indemnify CLIENT from all resulting costs and damages actually awarded against CLIENT to the third party making such Infringement Claim by a court of competent jurisdiction or agreed to in settlement. PREDPOL will have no obligations or liability under this section arising from: (i) use of any Services or PREDPOL Brand Features in a modified form or in combination with materials not furnished by PREDPOL, (ii) any content, information or data provided by CLIENT, End Users or other third parties; (iii) any modifications or additions made at the request of CLIENT and/or per CLIENT’s instructions; or (iv) use of the Services in any manner not expressly allowed per the terms of this Agreement.
By PredPol. If Customer cannot resolve a support issue consistent with the above, then Customer may escalate the issue to PredPol. PredPol will provide the support necessary to resolve Customer's issue, to the extent reasonably practicable in PredPol's discretion.
By PredPol. PredPol will defend and hold harmless Client against any third party claim that the Services infringe or misappropriate the intellectual property of a third party (“Infringement Claim”), and indemnify Client from all resulting costs and damages actually awarded against Client to the third party making such Infringement Claim by a court of competent jurisdiction or agreed to in settlement. PredPol will have no obligations or liability under this section arising from: (i) use of any Services or PredPol Brand Features in a modified form or in combination with materials not furnished by PredPol, (ii) any content, information or data provided by Client, End Users or other third parties; (iii) any modifications or additions made at the request of Client and/or per Client’s instructions; or (iv) use of the Services in any manner not expressly allowed per the terms of this Agreement.
By PredPol. PredPol will make all reasonable efforts in training Customer’s command and mannagement team to anticipate routine technical issues and provide solutions that Customer can reasonably implement. If Customer cannot resolve a support issue consistent with Section 7.1 above, then Customer may escalate the issue to PredPol. PredPol will provide the support necessary to resolve Customer's issue, to the extent reasonably practicable.
