By Yahoo Clause Samples

By Yahoo. Yahoo, at its own expense, will indemnify, defend and hold harmless ARTISTdirect and its employees, representatives, agents and affiliates against any claim, demand, action or other proceeding brought by any third party against ARTISTdirect to the extent that such claim, demand, action or other proceeding is based on, or arises out of, a claim that any Yahoo Brand Feature (a) infringes in any manner any copyright, patent, trademark, trade secret or any other intellectual property right of any third party; (b) is or contains any material or information that is obscene, defamatory, libelous, slanderous, or that violates any law or regulation; (c) violates any rights of any person or entity, including but not limited to rights of publicity, privacy or personality; (d) has resulted in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any third party; or (e) is subject to any fees, royalties, licenses or any other payments to any third party; provided, however, that in any such case: (1) ARTISTdirect provides Yahoo with prompt written notice of any such claim; (2) ARTISTdirect permits Yahoo to assume and control the defense of such action or proceeding upon Yahoo's written notice to ARTISTdirect of its intention to indemnify; and (3) upon Yahoo's written request, and at no expense to ARTISTdirect, ARTISTdirect will provide Yahoo with all available information and assistance reasonably necessary for Yahoo to defend such claim. Yahoo will not enter into any settlement or compromise of any such claim, which settlement or compromise would result in any liability to ARTISTdirect, without ARTISTdirect's prior written consent, which will not be unreasonably withheld. Yahoo will pay any and all costs, damages and expenses, including but not limited to reasonable attorneys' fees and costs awarded against or otherwise incurred by ARTISTdirect in connection with or arising from any such claim, demand, action or other proceeding.

By Yahoo. InsWeb acknowledges and agrees that: (i) as between InsWeb on the one hand, and Yahoo and its Affiliates on the other, Yahoo or the Affiliates own all right, title and interest in Yahoo's Insurance Information Center and any other Yahoo Property and the Yahoo Brand Features; (ii) nothing in this Agreement shall confer in InsWeb any license or right of ownership in the Yahoo Brand Features; and (iii) InsWeb shall not now or in the future contest the validity of the Yahoo Brand Features.

By Yahoo. Yahoo! agrees to indemnify and hold harmless Merchant 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, any infringement of the United States copyright, trademark or trade secret that results from Yahoo!’s use of Yahoo! trademarks, service marks, logos or other distinctive Yahoo! brand features; provided, however, that in any such case: (i) Merchant provides Yahoo! with prompt notice of any such claim; (ii) Merchant permits Yahoo! to assume and control the defense of such action, with counsel chosen by Yahoo! (who will be reasonably acceptable to Merchant); and (iii) Yahoo! does not enter into any settlement or compromise of any such claim without Merchant’s prior written consent, which consent will not be unreasonably withheld.

By Yahoo. Yahoo! represents and warrants that it (i) has full power and authority under all relevant laws and regulations to offer the Service and (ii) will not engage in any activities that are in any way connected with the transmission of the unsolicited distribution of email or with any unethical marketing practices. * Material has been omitted pursuant to a request for confidential treatment.

By Yahoo. During the Term, Yahoo hereby grants to DoveBid a -------- non-exclusive, worldwide, fully paid license to use, reproduce and display the Yahoo Brand Features as described in Section 5.5 above; provided, in all cases, that such use is in accordance with Yahoo's then-current standard trademark usage guidelines set forth in Exhibit K. DoveBid shall not modify the Yahoo Brand Features without Yahoo's prior written approval. DoveBid hereby assigns to Yahoo all right, title and interest in the Yahoo Brand Features, together with the goodwill attaching thereto, that may inure to it in connection with this Agreement or from its use of the Yahoo Brand Features hereunder.

By Yahoo. E-Loan acknowledges and agrees that: (i) as between E-Loan on the one hand, and Yahoo and its Affiliates on the other, and subject to E-Loan's right in the E-Loan Content and the E-Loan Brand Features, Yahoo or the Affiliates own all right, title and interest in the Yahoo Loan Center, the Co-Branded Pages and any other Yahoo Property and the Yahoo Brand Features; (ii) nothing in this Agreement shall confer in E-Loan any license or right of ownership in the Yahoo Brand Features; and (iii) E-Loan shall not now or in the future contest the validity of the Yahoo Brand Features.

By Yahoo. Yahoo!, at its expense, will indemnify, defend and hold harmless Intelius, its affiliates and their employees, officers, directors, representatives, and agents, against any third Party claim, suit, action, or other proceeding brought against Intelius or against such persons or entities, including, without limitation, any costs and expenses arising out of such claims, including, without limitation, reasonable attorney’s fees, to the extent based on or arising from a claim that any ( * * * ).

By Yahoo. Yahoo represents and warrants that at all times during the Term the Yahoo Brand Features and the Yahoo-related text for the Yahoo Email Messages as provided by Yahoo to Match do not infringe the rights of any third party, including without limitation any Intellectual Property Rights, rights of publicity, rights of personality, rights of privacy, rights to payment of royalties, or any other rights of third parties. ------------- ** Ticketmaster has requested from the SEC confidential treatment of this information. A complete copy of this Exhibit has been sent to the SEC along with a request that this information be kept confidential.

By Yahoo. Yahoo, at its own expense, will indemnify, defend and hold harmless American Greetings, its Affiliates and their employees, representatives, agents and affiliates, against any claim, suit, action, or other proceeding brought by a third party against American Greetings or its Affiliates based on or arising from a claim (a) that [ ] or (b) that [