Common use of Licensee Indemnification Clause in Contracts

Licensee Indemnification. Licensee shall indemnify, defend and hold harmless Licensor and its affiliates, and each of its and their respective officers, directors, employees, agents, successors and permitted assigns (each, a "Licensor Indemnitee") from and against any and all claims, actions, or losses incurred by Licensor or any Licensor Indemnitee in connection with any claim, action, or loss alleged by a third party (other than an affiliate of a Licensor Indemnitee) to the extent such claim, action or loss arises from any allegation concerning or relating to: (i) Any Licensee trademarks, products or components, provided that, where such Licensee trademarks, products or components incorporate or are used or combined with the Software, and such claim, action or loss does not arise solely out of or relate solely to the Software; (ii) Licensor’s compliance with any specifications or directions provided by or on behalf of Licensee to the extent prepared without any contribution by Licensor; (iii) any facts that, if true, would constitute Licensee’s breach of any of its representations, warranties, covenants, or obligations under this Agreement; (iv) Licensee’s use of Social Media Posts or any Personal Information, including but not limited to, any unauthorized use, publication, disclosure, or loss of the same; (v) Licensee’s negligence or more culpable act or omission; or (vi) the performance of any support or other services hereunder by or on behalf of Licensor in material compliance with this Agreement.

Licensee Indemnification. Licensee shall indemnify, defend defend, and hold harmless Licensor and its affiliatesAffiliates, and each of its and their respective officers, directors, employees, agents, subcontractors, successors and permitted assigns (each, a "Licensor Indemnitee") from and against any and all claims, actionsLosses incurred by the Licensor Indemnitee resulting from any Action by a third party: (a) that any Intellectual Property Rights or other right of any Person, or losses incurred any Law, is or will be infringed, misappropriated, or otherwise violated by Licensor any information, materials, or any Licensor Indemnitee technology directly or indirectly provided by Licensee or directed by Licensee to be installed, combined, integrated, or used with, as part of, or in connection with any claimthe Licensed Product, actionLicensed Software, Licensed Know-How, or loss alleged by a third party (other than an affiliate of a Licensor Indemnitee) to the extent such claim, action or loss arises from any allegation concerning or relating to:Documentation; (ib) Any Licensee trademarksLicensee’s negligence in the promotion, products marketing, or components, provided that, where such Licensee trademarks, products advertisement the Licensed Product or components incorporate or are used or combined with the Software, and such claim, action or loss does not arise solely out of or relate solely to the Licensed Software; (iic) Licensor’s compliance with any specifications product liability claim based on a design or directions provided manufacturing defect in any modification, change, or improvement made by Licensee or a Representative of Licensee to the Licensed Product or Licensed Software, t; (d) relating to facts that constitute a breach by Licensee of any representation, warranty, covenant, or obligation under this License Agreement; or (e) relating to gross negligence, or more culpable act or omission (including recklessness or willful misconduct) by or on behalf of Licensee with respect to the extent prepared without any contribution by Licensor; (iii) any facts thatLicensed Patents, if trueLicensed Trademarks, would constitute Licensee’s breach of any of its representationsLicensed Software, warranties, covenantsLicensed Know-How, or obligations under this Agreement; (iv) Licensee’s use of Social Media Posts Documentation or any Personal Information, including but not limited to, any unauthorized use, publication, disclosure, or loss of the same; (v) Licensee’s negligence or more culpable act or omission; or (vi) the performance of any support or other services hereunder by or on behalf of Licensor otherwise in material compliance connection with this License Agreement.

Licensee Indemnification. To the extent allowed by applicable law, Licensee shall indemnify, defend and hold harmless Licensor and its affiliatesLicensor, and each of its and their respective officers, directors, employees, agents, subcontractors, licensors, successors and permitted assigns (each, including Licensor, a "“Licensor Indemnitee"”) from and against any and all claims, actions, or losses incurred by Licensor or any the Licensor Indemnitee in connection with any claim, action, claim or loss alleged action by a third party (other than an affiliate arising out of a Licensor Indemnitee) to the extent such claim, action or loss arises from any allegation concerning or relating toto any allegation: (a) that any Intellectual Property Right or other right of any Person, or any Law, is or will be infringed, misappropriated or otherwise violated by any: (i) Any Licensee trademarks, products use or components, provided that, where such Licensee trademarks, products or components incorporate or are used or combined with combination of the Software, and such claim, action or loss does not arise solely out of or relate solely to the Software; (ii) Licensor’s compliance with any specifications or directions provided Licensed Software by or on behalf of Licensee or any of its Representatives with any hardware, software, system, network, service or other matter whatsoever that is neither provided by Licensor nor authorized by Licensor in this Agreement and the Documentation; and (ii) information, materials or technology or other matter whatsoever directly or indirectly provided by Licensee or directed by Licensee to be installed, combined, integrated or used with, as part of, or in connection with the extent prepared without any contribution by LicensorLicensed Software or Documentation; (iiib) any of or relating to facts that, if true, would constitute Licensee’s a breach by Licensee of any of its representationsrepresentation, warrantieswarranty, covenants, covenant or obligations obligation under this Agreement; (ivc) Licensee’s use of Social Media Posts or any Personal Informationrelating to gross negligence, including but not limited toabuse, any unauthorized usemisapplication, publication, disclosure, or loss of the same; (v) Licensee’s negligence misuse or more culpable act or omission; or omission (viincluding recklessness or willful misconduct) the performance of any support or other services hereunder by or on behalf of Licensor Licensee or any of its Representatives with respect to the Licensed Software or Documentation or otherwise in material compliance connection with this Agreement; or (d) of or relating to use of the Licensed Software or Documentation by or on behalf of Licensee or any of its Representatives that is outside the purpose, scope or manner of use authorized by this Agreement or the Documentation, or in any manner contrary to Licensor’s instructions.

Licensee Indemnification. Licensee shall indemnify, defend defend, and hold harmless Licensor and its affiliatesLicensor, Licensor’s Affiliates and each of its and their respective officers, directors, employees, agents, subcontractors, successors and permitted assigns (each, a "“Licensor Indemnitee"”) from and against any and all claims, actions, or losses Losses incurred by Licensor or any the Licensor Indemnitee in connection with resulting from any claim, action, or loss alleged Action by a third party (other than an affiliate of a Licensor Indemnitee) to the extent that such claimLosses arise out of or result from, action or loss arises from are alleged to arise out of or result from: (a) Licensee Data; (b) any allegation concerning Intellectual Property Rights or relating toother right of any Person, or any Law, is or will be infringed, misappropriated, or otherwise violated by any: (i) Any use or combination of the Software by or on behalf of Licensee trademarksor any of its Representatives with any hardware, products software, system, network, service, or components, other matter whatsoever that is neither provided that, where such Licensee trademarks, products or components incorporate or are used or combined with by Licensor nor authorized by Licensor in this Agreement and the Software, and such claim, action or loss does not arise solely out of or relate solely to the Software;Documentation; and (ii) any other materials or information (including any documents, data, specifications, software, content, or technology) provided by or on behalf of Licensee or any Authorized User, including Licensor’s compliance with any specifications or directions provided by or on behalf of Licensee or any Authorized User to the extent prepared without any contribution by Licensor▇▇▇▇▇▇▇▇; (iiic) any relating to facts that, if true, would constitute Licensee’s breach of any of its representations, warranties, covenants, or obligations under this Agreement; (iv) Licensee’s use of Social Media Posts or any Personal Information, including but not limited to, any unauthorized use, publication, disclosure, or loss of the same; (v) Licensee’s negligence or more culpable act or omission; or (vid) the performance of any support relating to abuse, misapplication or other services hereunder misuse or omission by or on behalf of Licensor Licensee or any of its Representatives with respect to the Software or Documentation or otherwise in material compliance connection with this Agreement.

Licensee Indemnification. Licensee shall indemnify, defend defend, and hold harmless Licensor HiveIO and its affiliates, and each of its and their respective officers, directors, employees, agents, successors subcontractors, successors, and permitted assigns (each, a "Licensor “HiveIO Indemnitee"”) from and against any and all claims, actions, or losses Losses incurred by Licensor or the HiveIO Indemnitee resulting from any Licensor Indemnitee in connection with any claim, action, or loss alleged Action by a third party (other than an affiliate of a Licensor Indemnitee) to the extent such claim, action or loss arises from any allegation concerning or relating toparty: (a) alleging that any intellectual property rights or other right of any entity, or any law, is or will be infringed, misappropriated, or otherwise violated by any: (i) Any Licensee trademarks, products use or components, provided that, where such Licensee trademarks, products or components incorporate or are used or combined with combination of the Software, and such claim, action or loss does not arise solely out of or relate solely to the Software; (ii) Licensor’s compliance with any specifications or directions provided Software by or on behalf of Licensee or any of its Representatives with any hardware, software, system, network, service, or other matter whatsoever that is neither provided by HiveIO nor authorized by HiveIO in this Agreement and the Documentation; and (ii) information, materials, or technology directly or indirectly provided by Licensee or directed by Licensee to be installed, combined, integrated, or used with, as part of, or in connection with the extent prepared without any contribution by LicensorSoftware or Documentation; (iiib) any relating to facts that, if true, would constitute Licensee’s a breach by Licensee of any of its representationsrepresentation, warrantieswarranty, covenantscovenant, or obligations obligation under this Agreement; (ivc) Licensee’s use relating to negligence, abuse, misapplication, misuse or HiveIO Inc. End User License Agreement: Hive Fabric -- Updated July 5, 2019 Page 3 of Social Media Posts or any Personal Information, including but not limited to, any unauthorized use, publication, disclosure, or loss of the same; (v) Licensee’s negligence or 5 more culpable act or omission; or omission (viincluding recklessness or willful misconduct) the performance of any support or other services hereunder by or on behalf of Licensor Licensee or any of its Representatives with respect to the Software or Documentation or otherwise in material compliance connection with this Agreement; or (d) relating to use of the Software or Documentation by or on behalf of Licensee or any of its Representatives that is outside the purpose, scope or manner of use authorized by this Agreement or the Documentation, or in any manner contrary to HiveIO’s instructions.

Licensee Indemnification. Licensee shall indemnify, defend defend, and hold harmless Licensor and its affiliates, and each of its and their respective officers, directors, employees, agents, subcontractors, permitted successors and permitted assigns (each, a "Licensor Indemnitee") from and against any and all claims, actions, or losses Losses incurred by Licensor or any the Licensor Indemnitee in connection with resulting from any claim, action, or loss alleged Action by a third party party:‌ (a) that any Intellectual Property Rights or other than an affiliate right of a Licensor Indemnitee) to the extent such claimany Person, action or loss arises from any allegation concerning Law, is or relating towill be infringed, misappropriated, or otherwise violated by any: (i) Any Licensee trademarks, products use or components, provided that, where such Licensee trademarks, products or components incorporate or are used or combined with combination of the Software, and such claim, action or loss does not arise solely out of or relate solely to the Software; (ii) Licensor’s compliance with any specifications or directions provided Software by or on behalf of Licensee or any of its Representatives with any hardware, software, system, network, service, or other matter whatsoever that is neither provided by Licensor nor authorized by Licensor in this Agreement and the Documentation or otherwise in writing; and (ii) information, materials, or technology directly or indirectly provided by Licensee or directed by Licensee to be installed, combined, integrated, or used with, as part of, or in connection with the extent prepared without any contribution by LicensorSoftware or Documentation; (iiib) any relating to facts that, if true, would constitute Licensee’s a breach by Licensee of any of its representationsrepresentation, warrantieswarranty, covenantscovenant, or obligations obligation under this Agreement; (ivc) Licensee’s use of Social Media Posts or any Personal Informationrelating to negligence, including but not limited toabuse, any unauthorized usemisapplication, publication, disclosure, or loss of the same; (v) Licensee’s negligence misuse or more culpable act or omission; or omission (viincluding recklessness or willful misconduct) the performance of any support or other services hereunder by or on behalf of Licensor Licensee or any of its Representatives with respect to the Software or Documentation or otherwise in material compliance connection with this Agreement; or (d) relating to use of the Software or Documentation by or on behalf of Licensee or any of its Representatives that is outside the purpose, scope or manner of use authorized by this Agreement or the Documentation, or in any manner contrary to Licensor's instructions.

Licensee Indemnification. Licensee shall indemnify, defend defend, and hold harmless Licensor and its affiliatesAffiliates, and each of its and their respective officers, directors, employees, agents, subcontractors, successors and permitted assigns (each, a "“Licensor Indemnitee"”) from and against any and all claims, actions, or losses Losses incurred by Licensor or any a Licensor Indemnitee in connection with resulting from any claim, action, or loss alleged Action by a third party (other than an affiliate of a Licensor Indemnitee) to the extent such claim, action or loss arises from any allegation concerning or relating tothird-party: (a) that any Intellectual Property Rights or other right of any Person, or any Law, is or will be infringed, misappropriated, or otherwise violated by any: (i) Any Licensee trademarks, products use or components, provided that, where such Licensee trademarks, products or components incorporate or are used or combined with combination of the Software, and such claim, action or loss does not arise solely out of or relate solely to the Software; (ii) Licensor’s compliance with any specifications or directions provided Software by or on behalf of Licensee or any of its Representatives with any hardware, software, system, network, service, or other matter whatsoever that is neither provided by Licensor nor authorized by Licensor in this Agreement and the Documentation; and (ii) information, materials, or technology directly or indirectly provided by Licensee or directed by Licensee to be installed, combined, integrated, or used with, as part of, or in connection with the extent prepared without any contribution by LicensorSoftware or Documentation; (iiib) any relating to facts that, if true, would constitute Licensee’s a breach by Licensee of any of its representationsrepresentation, warrantieswarranty, covenantscovenant, or obligations obligation under this Agreement; (ivc) Licensee’s use of Social Media Posts or any Personal Informationrelating to negligence, including but not limited toabuse, any unauthorized usemisapplication, publication, disclosure, or loss of the same; (v) Licensee’s negligence misuse or more culpable act or omission; or omission (viincluding recklessness or willful misconduct) the performance of any support or other services hereunder by or on behalf of Licensor Licensee or any of its Representatives with respect to the Software or Documentation or otherwise in material compliance connection with this Agreement; and (d) relating to use of the Software or Documentation by or on behalf of Licensee or any of its Representatives that is outside the purpose, scope or manner of use authorized by this Agreement or the Documentation, or in any manner contrary to Licensor’s instructions.

Licensee Indemnification. Licensee shall and shall cause its affiliates, jointly and severally, to release, indemnify, defend and hold harmless Licensor COMPANY and its affiliates, and each of its Subcontractors and their respective officers, directors, employees, agents, Representatives and successors and permitted assigns (each, a "Licensor “COMPANY Indemnitee"”) from and against any and all claims, actions, or losses Losses incurred by Licensor or any Licensor such COMPANY Indemnitee in connection with any claim, action, Action regardless of the source that arises out of or loss alleged by a third party (other than an affiliate relates to this Agreement or any of a Licensor Indemnitee) to the extent such claim, action or loss arises from any allegation concerning or relating tofollowing: (ia) Any Licensee trademarksData, products including any Processing of Licensee Data by or components, provided that, where such Licensee trademarks, products or components incorporate or are used or combined on behalf of COMPANY in accordance with the Software, and such claim, action or loss does not arise solely out of or relate solely to the Softwarethis Agreement; (iib) Licensorsecurities offering facilitated by Licensee or its affiliates or their Representatives, including any and all data and documentation related to such offering, the due diligence related to such offering, and/or the determination of suitability or qualification of a prospective investor for an offering; (c) any other materials or information (including any documents, data, specifications, software, content or technology) provided by or on behalf of Licensee or any Authorized User, including COMPANY’s compliance with any specifications or directions provided by or on behalf of Licensee or any Authorized User, to the extent prepared without any contribution by LicensorCOMPANY; (iiid) brokerage services or investment advice; recommendations regarding any particular investment, security or course of action; offers to invest or to provide financial analysis or management services; or similar advice, offers or guidance to Authorized Users, which shall remain the sole responsibility of Licensee; (e) allegation of facts that, if true, would constitute Licensee’s breach of any of its representations, warranties, covenants, covenants or obligations under this Agreement; (ivf) Licensee’s use of Social Media Posts or any Personal Information, including but not limited to, any unauthorized use, publication, disclosure, or loss of the same; (v) Licensee’s negligence or more culpable act or omissionomission (including recklessness or willful misconduct) by Licensee, any Authorized User, or any third party on behalf of Licensee or any Authorized User, in connection with this Agreement; or (vig) transaction for which the performance of any support Services or other services hereunder COMPANY Materials is being used by or on behalf of Licensor in material compliance with this AgreementLicensee.

Licensee Indemnification. Licensee shall indemnify, defend and hold harmless Licensor and its affiliates, and each of its and their respective officers, directors, employees, agents, subcontractors, successors and permitted assigns (each, including Licensor, a "“Licensor Indemnitee"”) from and against any and all claims, actions, or losses Losses incurred by Licensor or any the Licensor Indemnitee in connection with any claim, action, or loss alleged Action by a third party (other than an affiliate of a Licensor Indemnitee) to the extent that such claimLosses arise out of or relate to any allegation: (a) that any Intellectual Property Right or other right of any person, action or loss arises from any allegation concerning Law, is or relating towill be infringed, misappropriated or otherwise violated by any: (i) Any Licensee trademarks, products use or components, provided that, where such Licensee trademarks, products or components incorporate or are used or combined with combination of the Software, and such claim, action or loss does not arise solely out of or relate solely to the Software; (ii) Licensor’s compliance with any specifications or directions provided Licensed Software by or on behalf of Licensee or any of its Representatives with any hardware, software, system, network, service or other matter whatsoever that is neither provided by Licensor nor authorized by Licensor in this Agreement and the Documentation; and (ii) information, materials or technology or other matter whatsoever directly or indirectly provided by Licensee or directed by Licensee to be installed, combined, integrated or used with, as part of, or in connection with the extent prepared without any contribution by LicensorLicensed Software or Documentation; (iiib) any of or relating to facts that, if true, would constitute Licensee’s a breach by Licensee of any of its representationsrepresentation, warrantieswarranty, covenants, covenant or obligations obligation under this Agreement; (ivc) Licensee’s use of Social Media Posts or any Personal Informationrelating to negligence, including but not limited toabuse, any unauthorized usemisapplication, publication, disclosure, or loss of the same; (v) Licensee’s negligence misuse or more culpable act or omission; or omission (viincluding recklessness or willful misconduct) the performance of any support or other services hereunder by or on behalf of Licensor Licensee or any of its Representatives with respect to the Licensed Software or Documentation or otherwise in material compliance connection with this Agreement; or (d) of or relating to use of the Licensed Software or Documentation by or on behalf of Licensee or any of its Representatives that is outside the purpose, scope or manner of use authorized by this Agreement or the Documentation, or in any manner contrary to Licensor’s instructions.

Licensee Indemnification. Licensee shall indemnify, defend defend, and hold harmless Licensor and its affiliatesAffiliates, and each of its and their respective officers, directors, employees, agents, subcontractors, successors and permitted assigns (each, a "Licensor Indemnitee") from and against any and all claims, actions, or losses Losses incurred by Licensor or any a Licensor Indemnitee in connection with resulting from any claim, action, or loss alleged Action by a third party party:‌ (a) that any Intellectual Property Rights or other than an affiliate right of a Licensor Indemnitee) to the extent such claimany Person, action or loss arises from any allegation concerning Law, is or relating towill be infringed, misappropriated, or otherwise violated by any: (i) Any Licensee trademarks, products use or components, provided that, where such Licensee trademarks, products or components incorporate or are used or combined with combination of the Software, and such claim, action or loss does not arise solely out of or relate solely to the Software; (ii) Licensor’s compliance with any specifications or directions provided Software by or on behalf of Licensee or any of its Representatives with any hardware, software, system, network, service, or other matter whatsoever that is neither provided by Licensor nor authorized by Licensor in this Agreement and the Documentation; and (ii) information, materials, or technology directly or indirectly provided by Licensee or directed by Licensee to be installed, combined, integrated, or used with, as part of, or in connection with the extent prepared without any contribution by LicensorSoftware or Documentation; (iiib) any relating to facts that, if true, would constitute Licensee’s a breach by Licensee of any of its representationsrepresentation, warrantieswarranty, covenantscovenant, or obligations obligation under this Agreement; (ivc) Licensee’s use of Social Media Posts or any Personal Informationrelating to gross negligence, including but not limited toabuse, any unauthorized usemisapplication, publication, disclosure, or loss of the same; (v) Licensee’s negligence misuse or more culpable act or omission; or omission (viincluding recklessness or willful misconduct) the performance of any support or other services hereunder by or on behalf of Licensor Licensee or any of its Representatives with respect to the Software or Documentation or otherwise in material compliance connection with this Agreement; or (d) relating to use of the Software or Documentation by or on behalf of Licensee or any of its Representatives that is outside the purpose, scope or manner of use authorized by this Agreement or the Documentation, or in any manner contrary to Licensor's instructions.