Common use of Mutual Indemnification Clause in Contracts

Mutual Indemnification. You shall indemnify and hold CloudNine, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine of all liability and such settlement does not affect CloudNine's business or Program); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNine; provided that you (a) promptly give written notice of the claim to CloudNine; (b) give CloudNine sole control of the defense and settlement of the claim (provided that CloudNine may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine all available information and assistance; and (d) have not compromised or settled such claim. CloudNine shall have no indemnification obligation, and you shall indemnify CloudNine pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program with any of your products, service, hardware or business process(es).

Mutual Indemnification. You shall indemnify and hold CloudNinexxxxxxxxxx.xxx, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine xxxxxxxxxx.xxx (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine xxxxxxxxxx.xxx of all liability and such settlement does not affect CloudNinexxxxxxxxxx.xxx's business or ProgramService); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine Xxxxxxxxxx.xxx shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine xxxxxxxxxx.xxx of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNinexxxxxxxxxx.xxx; provided that you (a) promptly give written notice of the claim to CloudNinexxxxxxxxxx.xxx; (b) give CloudNine xxxxxxxxxx.xxx sole control of the defense and settlement of the claim (provided that CloudNine xxxxxxxxxx.xxx may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine xxxxxxxxxx.xxx all available information and assistance; and (d) have not compromised or settled such claim. CloudNine Xxxxxxxxxx.xxx shall have no indemnification obligation, and you shall indemnify CloudNine xxxxxxxxxx.xxx pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your products, service, hardware or business process(esprocess(s).

Mutual Indemnification. You shall indemnify and hold CloudNineLeapFILE, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine LeapFILE (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine LeapFILE of all liability and such settlement does not affect CloudNineLeapFILE's business or ProgramService); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine LeapFILE shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine LeapFILE of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNineLeapFILE; provided that you (a) promptly give written notice of the claim to CloudNineLeapFILE; (b) give CloudNine LeapFILE sole control of the defense and settlement of the claim (provided that CloudNine LeapFILE may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine LeapFILE all available information and assistance; and (d) have not compromised or settled such claim. CloudNine LeapFILE shall have no indemnification obligation, and you shall indemnify CloudNine LeapFILE pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your products, service, hardware or business process(esprocess(s).

Mutual Indemnification. You shall indemnify and hold CloudNineAAI, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, stockholders, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine AAI (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine AAI of all liability and such settlement does not affect CloudNineAAI's business or ProgramService); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine Likewise, AAI shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine AAI of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNineAAI; provided that you (a) promptly give written notice of the claim to CloudNineAAI; (b) give CloudNine AAI sole control of the defense and settlement of the claim (provided that CloudNine AAI may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine AAI all available information and assistance; and (d) have not compromised or settled such claim. CloudNine AAI shall have no indemnification obligation, and you shall indemnify CloudNine AAI pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your products, service, hardware or business process(esprocess(s). Disclaimer of Warranties AAI AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. APPLIED ANSWERS, INC. AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY AAI AND ITS LICENSORS. Internet Delays AAI SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. AAI IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. Limitation of Liability IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT LEADING TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Additional Rights Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

Mutual Indemnification. You shall indemnify and hold CloudNineRevegy, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not . Revegy shall defend or settle or defend at its expense any claim unless you unconditionally release CloudNine of all liability and such settlement does not affect CloudNine's business or Program); suit (can "Action") provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine shall indemnify and hold you and your parent organizationsagainst you, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging with an assertion that the Program directly Service or the use thereof as specifically authorized by Revegy, infringes a copyright, a any U.S. patent issued in existence as of the Effective Date, U.S. copyright or trademark rights or misappropriates a trademark trade secret of a any third party; provided that Revegy shall have no obligation under this Section to the extent any claim of infringement or misappropriation results from (i) use of the Services in combination with any other hardware or software supplied by any third person or entity other than Revegy; (ii) a claim, which if true, would constitute a violation by CloudNine any alteration or modification of its representations or warrantiesthe Services not provided Revegy; or (iii) a claim arising from breach of this Agreement by CloudNine; provided that you (a) promptly give written notice use of the claim Services in a way not intended by Revegy or not provided for or described in the applicable Documentation, if such infringement would not have occurred but for such combination, alteration, modification or unintended or unauthorized use of the Services. Should Services become, or in Revegy’s opinion be likely to CloudNinebecome, the subject of an Action, Revegy may, at its discretion, (i) obtain for you, at no additional cost, the right to continue using the Services under this Agreement; (bii) give CloudNine sole control of modify or replace the defense and settlement of the claim (provided that CloudNine may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide Services to CloudNine all available information and assistance; and (d) have not compromised or settled avoid such claim, or (iii) if Revegy determines that neither (i) or (ii) is commercially practicable, terminate the license to the Services and refund the pre-paid, unused fees. CloudNine shall have no indemnification obligationTHIS SECTION 13 STATES REVEGY’S ENTIRE LIABILITY AND LICENSEE’S EXCLUSIVE REMEDY FOR ANY CLAIMED, and you shall indemnify CloudNine pursuant POTENTIAL OR ACTUAL INFRINGEMENT OR FOR ANY ACTION. As an express condition to this Agreementthe foregoing indemnity obligations, for claims arising from any infringement arising from the combination of the Program with any of your products, service, hardware or business process(es).party seeking indemnity shall

Mutual Indemnification. You shall indemnify and hold CloudNineITS, its licensors and each such party's ’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' ’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine ITS (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine ITS of all liability and such settlement does not affect CloudNine's ITS’s business or ProgramService); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine ITS shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' ’ fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine ITS of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNineITS; provided that you (a) promptly give written notice of the claim to CloudNineITS; (b) give CloudNine ITS sole control of the defense and settlement of the claim (provided that CloudNine ITS may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine ITS all available information and assistance; and (d) have not compromised or settled such claim. CloudNine ITS shall have no indemnification obligation, and you shall indemnify CloudNine ITS pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your products, service, hardware or business process(esprocess(s).

Mutual Indemnification. You Customer shall indemnify and hold CloudNineVendor, Third Party Server Host, its licensors and each such party's ’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities liabilities, and expenses (including attorneys' ’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you Customer of your Customer’s representations and warranties; or (iii) a claim arising from the breach by you Customer or your Users of this Agreement, provided in any such case that CloudNine Vendor (a) gives written notice of the claim promptly to youCustomer; (b) gives you Customer sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine of all liability and such settlement does not affect CloudNine's business or Program); (c) provides to you Customer all available information and assistance; and (d) has not compromised or settled such claim. CloudNine Vendor shall indemnify and hold you Customer and your Customer’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities liabilities, and expenses (including attorneys' ’ fees and costs) arising out of or in connection with its gross negligence in its performance under this Agreement, or arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine Vendor of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNineVendor; provided that you Customer (a) promptly give gives written notice of the claim to CloudNineVendor; (b) give CloudNine gives Vendor sole control of the defense and settlement of the claim (provided that CloudNine Vendor may not settle or defend any claim unless it unconditionally releases you Customer of all liability); (c) provide provides to CloudNine Vendor all available information and assistance; and (d) have has not compromised or settled such claim. CloudNine Vendor shall have no indemnification obligation, and you Customer shall indemnify CloudNine Vendor pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your Customer products, service, hardware or business process(es)) or (iv) a claim arising from the disclosure of personally identifiable information, provided it is proven that any data breach was caused by Vendor.

Mutual Indemnification. You shall indemnify and hold CloudNineBNTouch, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you You of your Your representations and warranties; or (iii) a claim arising from the breach by you You or your Your Users of this Agreement, provided in any such case that CloudNine BNTouch (a) gives written notice of the claim promptly to youYou; (b) gives you You sole control of the defense and settlement of the claim (provided that you You may not settle or defend any claim unless you You unconditionally release CloudNine BNTouch of all liability and such settlement does not affect CloudNineBNTouch's business or ProgramService); (c) provides to you You all available information and assistance; and (d) has not compromised or settled such claim. CloudNine BNTouch shall indemnify and hold you You and your Your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine BNTouch of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNineBNTouch; provided that you You (a) promptly give written notice of the claim to CloudNineBNTouch; (b) give CloudNine BNTouch sole control of the defense and settlement of the claim (provided that CloudNine BNTouch may not settle or defend any claim unless it unconditionally releases you You of all liability); (c) provide to CloudNine BNTouch all available information and assistance; and (d) have not compromised or settled such claim. CloudNine BNTouch shall have no indemnification obligation, and you You shall indemnify CloudNine BNTouch pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your Your products, service, hardware or business process(es)processes.

Mutual Indemnification. You shall indemnify and hold CloudNineAscendant, its licensors licensors, its authorized Resellers, and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine Ascendant (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine Ascendant of all liability and such settlement does not affect CloudNineAscendant's business or ProgramService); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine Ascendant shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine Ascendant of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNineAscendant; provided that you (a) promptly give written notice of the claim to CloudNineAscendant; (b) give CloudNine Ascendant sole control of the defense and settlement of the claim (provided that CloudNine Ascendant may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine Ascendant all available information and assistance; and (d) have not compromised or settled such claimclaim (iv) a claim alleging breach, loss, negligent, intentional or reckless storage of Customer Data. CloudNine Ascendant shall have no indemnification obligation, and you shall indemnify CloudNine Ascendant pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your products, service, hardware or business process(esprocess(s).

Mutual Indemnification. You Customer shall indemnify and hold CloudNineVendor, its licensors and each such party's ’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities liabilities, and expenses (including attorneys' ’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you Customer of your Customer’s representations and warranties; or (iii) a claim arising from the breach by you Customer or your Customer Users of this Agreement, provided in any such case that CloudNine Vendor (a) gives written notice of the claim promptly to youCustomer; (b) gives you Customer sole control of the defense and settlement of the claim (provided that you Customer may not settle or defend any claim unless you Customer unconditionally release CloudNine Vendor of all liability and such settlement does not affect CloudNine's Vendor’s business or ProgramService); (c) provides to you Customer all available information and assistance; and (d) has not compromised or settled such claim. CloudNine Vendor shall indemnify and hold you Corporate Customer and your Corporate Customer’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities liabilities, and expenses (including attorneys' ’ fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine Vendor of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNineVendor; provided that you Corporate Customer (a) promptly give written notice of the claim to CloudNineVendor; (b) give CloudNine Vendor sole control of the defense and settlement of the claim (provided that CloudNine Vendor may not settle or defend any claim unless it unconditionally releases you Customer of all liability); (c) provide to CloudNine Vendor all available information and assistance; and (d) have not compromised or settled such claim. CloudNine Vendor shall have no indemnification obligation, and you Customer shall indemnify CloudNine Vendor pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your Customer products, service, hardware or business process(esprocess(s).

Mutual Indemnification. You shall indemnify and hold CloudNine, Training Tracker LLC its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine Training Tracker LLC (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine Training Tracker LLC of all liability and such settlement does not affect CloudNine's Training Tracker LLC’ business or ProgramService); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine Training Tracker LLC shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine Training Tracker LLC of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNineTraining Tracker LLC; provided that you (a) promptly give written notice of the claim to CloudNineTraining Tracker LLC; (b) give CloudNine Training Tracker LLC sole control of the defense and settlement of the claim (provided that CloudNine Training Tracker LLC may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine all available information and assistance; and (d) have not compromised or settled such claim. CloudNine shall have no indemnification obligation, and you shall indemnify CloudNine pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program with any of your products, service, hardware or business process(es).;

Mutual Indemnification. You shall indemnify and hold CloudNineHelios, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine Helios (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine Helios of all liability and such settlement does not affect CloudNineHelios's business or ProgramService); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine Helios shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine Helios of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNineHelios; provided that you (a) promptly give written notice of the claim to CloudNineHelios; (b) give CloudNine Helios sole control of the defense and settlement of the claim (provided that CloudNine Helios may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine Helios all available information and assistance; and (d) have not compromised or settled such claim. CloudNine Helios shall have no indemnification obligation, and you shall indemnify CloudNine Helios pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your products, service, hardware or business process(esprocess(s).

Mutual Indemnification. You shall indemnify and hold CloudNineSoftSmiths, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine SoftSmiths (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine SoftSmiths of all liability and such settlement does not affect CloudNine's SoftSmiths' business or ProgramService); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine SoftSmiths shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine SoftSmiths of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNineSoftSmiths; provided that you (a) promptly give written notice of the claim to CloudNineSoftSmiths; (b) give CloudNine SoftSmiths sole control of the defense and settlement of the claim (provided that CloudNine SoftSmiths may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine SoftSmiths all available information and assistance; and (d) have not compromised or settled such claim. CloudNine SoftSmiths shall have no indemnification obligation, and you shall indemnify CloudNine SoftSmiths pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your products, service, hardware or business process(esprocess(s).

Mutual Indemnification. You shall indemnify and hold CloudNineComplianceBridge Corp., its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine ComplianceBridge Corp. (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine ComplianceBridge Corp. of all liability and such settlement does not affect CloudNineComplianceBridge Corp.'s business business, personnel or ProgramService); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine ComplianceBridge Corp. shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine ComplianceBridge Corp. of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNineComplianceBridge Corp.; provided that you (a) promptly give written notice of the claim to CloudNineComplianceBridge Corp.; (b) give CloudNine ComplianceBridge Corp. sole control of the defense and settlement of the claim (provided that CloudNine ComplianceBridge Corp. may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine ComplianceBridge Corp. all available information and assistance; and (d) have not compromised or settled such claim. CloudNine ComplianceBridge Corp. shall have no indemnification obligation, and you shall indemnify CloudNine ComplianceBridge Corp. pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your products, service, hardware or business process(esprocess(s).

Mutual Indemnification. You To the fullest extent permitted by law, the Tenant shall indemnify indemnify, defend, and hold CloudNine, its licensors save harmless the Landlord and each such party's parent organizations, subsidiaries, affiliates, the Landlord’s officers, directors, shareholders, affiliates (and any officers, directors and shareholders of such affiliates), employees, attorneys agents, and agents harmless contractors (the “Landlord Indemnitees”) from and against any and all claims, costs, damages, losses, liabilities and expenses liability (including reasonable attorneys' fees and costs’ fees) resulting from claims against the Landlord Indemnitees by third parties in connection with or arising out of or in connection with: the Premises (i) a claim alleging that use inclusive of the a customers’ data infringes any ATM(s) and the rights ofTenant’s Sign), regardless of whether or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine (a) gives written notice of not the claim promptly is caused by the negligence of any Landlord Indemnitee. Similarly, to you; (b) gives you sole control of the defense fullest extent permitted by law, the Landlord shall indemnify, defend, and settlement of save harmless the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine of all liability Tenant and such settlement does not affect CloudNine's business or Program); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, the Tenant’s officers, directors, shareholders, affiliates (and any officers, directors and shareholders of such affiliates), employees, attorneys agents, and agents harmless contractors (the “Tenant Indemnitees”) from and against any and all claims, costs, damages, losses, liabilities and expenses liability (including reasonable attorneys' fees and costs’ fees) resulting from claims against the Tenant Indemnitees by third parties in connection with or arising out of the Development (excluding the Premises), regardless of whether or in connection with: (i) a not the claim alleging that is caused by the Program directly infringes a copyrightnegligence of any Tenant Indemnitee. If any action is brought against an indemnified party for which the aforementioned indemnity obligations apply, a U.S. patent issued as then upon notice from the indemnified party indemnitor, at its sole cost and expense, shall defend the same through counsel reasonably acceptable to the indemnified party. If Landlord lawfully re-enters the Premises or terminates this Lease pursuant to any of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine of its representations or warranties; or (iii) a claim arising from breach provisions of this Agreement Lease, the Tenant hereby waives all claims for damages which may be caused by CloudNine; provided that you (a) promptly give written notice of such re-entry or termination by the claim Landlord. No such lawful re-entry or termination shall be considered or construed to CloudNine; (b) give CloudNine sole control of the defense and settlement of the claim (provided that CloudNine may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine all available information and assistance; and (d) have not compromised or settled such claim. CloudNine shall have no indemnification obligation, and you shall indemnify CloudNine pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program with any of your products, service, hardware or business process(es)be a forcible entry.

Mutual Indemnification. You shall indemnify and hold CloudNineCloudNine and your CloudNine Reseller, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine and your CloudNine Reseller of all liability and such settlement does not affect CloudNine's or your CloudNine Reseller's business or Program); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNine; provided that you (a) promptly give written notice of the claim to CloudNine; (b) give CloudNine sole control of the defense and settlement of the claim (provided that CloudNine may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine all available information and assistance; and (d) have not compromised or settled such claim. CloudNine shall have no indemnification obligation, and you shall indemnify CloudNine pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program with any of your products, service, hardware or business process(es).

Mutual Indemnification. You Customer shall indemnify and hold CloudNineHill Country Technologies, LLC, its licensors and each of such party's parties’ parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you Customer of your the representations and warranties; or (iii) a claim arising from the breach by you Customer or your Users of this Agreement, ; provided in any such case that CloudNine Hill Country Technologies, LLC (ai) gives written notice of the claim promptly to you; Customer (bii) gives you Customer sole control of the defense and settlement of the claim (provided that you Customer may not settle or defend any claim unless you it unconditionally release CloudNine releases Hill Country Technologies, LLC of all liability and such settlement does not affect CloudNineHill Country Technologies, LLC's business or ProgramService); (ciii) provides to you Customer all available information and assistance; and (div) has not compromised or settled such claim. CloudNine Hill Country Technologies, LLC shall indemnify and hold you Customer and your its parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine Hill Country Technologies, LLC of its the representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNineHill Country Technologies, LLC; provided that you Customer (ai) promptly give gives written notice of the claim to CloudNineHill Country Technologies, LLC; (bii) give CloudNine gives Hill Country Technologies, LLC sole control of the defense and settlement of the claim (provided that CloudNine Hill Country Technologies, LLC may not settle or defend any claim unless it unconditionally releases you Customer of all liability); (ciii) provide provides to CloudNine Hill Country Technologies, LLC all available information and assistance; and (div) have has not compromised or settled such claim. CloudNine Hill Country Technologies, LLC shall have no indemnification obligation, and you Customer shall indemnify CloudNine Hill Country Technologies, LLC pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your Customer's products, service, hardware or business process(esprocess(s).

Mutual Indemnification. You shall indemnify and hold CloudNinexxxxxxxxxx.xxx, its licensors and each such party's ’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' ’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine xxxxxxxxxx.xxx (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine xxxxxxxxxx.xxx of all liability and such settlement does not affect CloudNine's xxxxxxxxxx.xxx’s business or ProgramService); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine Xxxxxxxxxx.xxx shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' ’ fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine xxxxxxxxxx.xxx of its representations or and warranties; or (iii) a claim arising from breach of this Agreement by CloudNinexxxxxxxxxx.xxx; provided that you (a) promptly give written notice of the claim to CloudNinexxxxxxxxxx.xxx; (b) give CloudNine xxxxxxxxxx.xxx sole control of the defense and settlement of the claim (provided that CloudNine xxxxxxxxxx.xxx may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine xxxxxxxxxx.xxx all available information and assistance; and (d) have not compromised or settled such claim. CloudNine Xxxxxxxxxx.xxx shall have no indemnification obligation, and you shall indemnify CloudNine xxxxxxxxxx.xxx pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your products, service, hardware or business process(esprocess(s).

Mutual Indemnification. You shall defend, indemnify and hold CloudNineNEW PLANET TECHNOLOGIES, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine NEW PLANET TECHNOLOGIES (a) gives written notice of the claim promptly to you; (b) except in the event of a conflict of interest between you and NEW PLANET TECHNOLOGIES, gives you sole reasonable control of the defense and settlement of the claim (claim, provided that (i) you may not settle or defend any claim unless you such settlement unconditionally release CloudNine releases NEW PLANET TECHNOLOGIES of all liability and (ii) such settlement does not negatively affect CloudNine's or disrupt NEW PLANET TECHNOLOGIES’ business or Program)the Service; (c) provides you with reasonable access to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine NEW PLANET TECHNOLOGIES shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities liabilities, and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine NEW PLANET TECHNOLOGIES of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNineNEW PLANET TECHNOLOGIES; provided that you (a) promptly give written notice of the claim to CloudNineNEW PLANET TECHNOLOGIES; (b) give CloudNine sole except in the event of a conflict of interest between you and NEW PLANET TECHNOLOGIES, gives NEW PLANET TECHNOLOGIES reasonable control of the defense and settlement of the claim (claim, provided that CloudNine (i) NEW PLANET TECHNOLOGIES may not settle or defend any claim unless it such settlement unconditionally releases you of all liability)liability and (ii) such settlement does not negatively affect or disrupt your business or the Service; (c) provide to CloudNine all available NEW PLANET TECHNOLOGIES with reasonable access to information and assistance; and (d) have not compromised or settled such claim. CloudNine shall have no indemnification obligation, and you shall indemnify CloudNine pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program with any of your products, service, hardware or business process(es).and

Mutual Indemnification. You shall indemnify and hold CloudNineTAM, TAM’s Group Companies and its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' all legal fees and costs) arising out of or in connection with: ; (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine TAM (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense defence and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine TAM of all liability and such settlement does not affect CloudNineTAM's business or ProgramService); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine TAM shall indemnify and hold you and your parent organizationsorganisations, subsidiaries, affiliates, officers, directors, employees, attorneys solicitors and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' legal fees and costs) arising out of or in connection with: ; (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, copyright or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine TAM of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNineTAM; provided that you (a) promptly give written notice of the claim to CloudNineTAM (xxxxx@xxxxxxxxxxxxxxxx.xxx); (b) give CloudNine TAM sole control of the defense defence and settlement of the claim (provided that CloudNine TAM may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine all available information and assistance; and (d) have not compromised or settled such claim. CloudNine shall have no indemnification obligation, and you shall indemnify CloudNine pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program with any of your products, service, hardware or business process(es).;

Mutual Indemnification. You shall indemnify and hold CloudNineResellerbin, its licensors and each such party's parent organizationsorganisations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine Resellerbin (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense defence and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine Resellerbin of all liability and such settlement does not affect CloudNine's Resellerbin’s business or ProgramService); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine Resellerbin shall indemnify and hold you and your parent organizationsorganisations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine Resellerbin of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNineResellerbin; provided that you (a) promptly give written notice of the claim to CloudNineResellerbin; (b) give CloudNine Resellerbin sole control of the defense defence and settlement of the claim (provided that CloudNine Resellerbin may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine Resellerbin all available information and assistance; and (d) have not compromised or settled such claim. CloudNine Resellerbin shall have no indemnification obligation, and you shall indemnify CloudNine Resellerbin pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your products, service, and hardware or business process(es).processes

Mutual Indemnification. You shall indemnify and hold CloudNineWest Arete, its licensors and each such party's ’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' ’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Donor Data or Customer Data infringes the rights of, or has caused harm to, a donor to the Giving Event or other third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users You of this Agreement, provided in any such case . In the event that CloudNine (a) West Arete gives written notice of the claim promptly to you; (b) gives you You sole control of the defense and settlement of the claim (provided claim, You agree that you may shall not settle or defend any claim unless you You unconditionally release CloudNine West Arete of all liability and such settlement does not affect CloudNine's West Arete’s business or Program); Service. Disclaimer of Warranties. WEST ARETE MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. WEST ARETE AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (cA) provides to you all available information and assistance; and THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR‐FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (dB) has THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON‐INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY WEST ARETE AND ITS LICENSORS. Internet Delays. WEST ARETE’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. WEST ARETE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. Limitation of Liability. IN NO EVENT SHALL WEST ARETE’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY YOUR ADMINISTRATOR PURSUANT TO THE CPLA IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL WEST ARETE AND/OR ITS LICENSORS BE LIABLE TO ANYONE (INCLUDING YOUR DONORS) FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Additional Rights. Certain states and/or jurisdictions do not compromised allow the exclusion of implied warranties or settled such claim. CloudNine shall indemnify and hold you and your parent organizationslimitation of liability for incidental, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, consequential or certain other types of damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that so the Program directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNine; provided that you (a) promptly give written notice of the claim to CloudNine; (b) give CloudNine sole control of the defense and settlement of the claim (provided that CloudNine exclusions set forth above may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide apply to CloudNine all available information and assistance; and (d) have not compromised or settled such claim. CloudNine shall have no indemnification obligation, and you shall indemnify CloudNine pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program with any of your products, service, hardware or business process(es)you.

Mutual Indemnification. You shall indemnify and hold CloudNineeMaint, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all third party claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine eMaint (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine eMaint of all liability and such settlement does not affect CloudNineeMaint's business or ProgramService); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine eMaint shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all third party: claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine eMaint of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNineeMaint; provided that you (a) promptly give written notice of the claim to CloudNineeMaint; (b) give CloudNine eMaint sole control of the defense and settlement of the claim (provided that CloudNine eMaint may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine eMaint all available information and assistance; and (d) have not compromised or settled such claim. CloudNine eMaint shall have no indemnification obligation, and you shall indemnify CloudNine pursuant to this Agreement, obligation for claims arising from any infringement arising from the combination of the Program Service with any of your products, service, hardware or business process(esprocess(s).

Mutual Indemnification. You shall indemnify and hold CloudNineRevegy, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not . Revegy shall defend or settle or defend at its expense any claim unless you unconditionally release CloudNine of all liability and such settlement does not affect CloudNine's business or Program); suit (can "Action") provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine shall indemnify and hold you and your parent organizationsagainst you, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging with an assertion that the Program directly Service or the use thereof as specifically authorized by Revegy, infringes a copyright, a any U.S. patent issued in existence as of the Effective Date, U.S. copyright or trademark rights or misappropriates a trademark trade secret of a any third party; provided that Revegy shall have no obligation under this Section to the extent any claim of infringement or misappropriation results from (i) use of the Services in combination with any other hardware or software supplied by any third person or entity other than Revegy; (ii) a claim, which if true, would constitute a violation by CloudNine any alteration or modification of its representations or warrantiesthe Services not provided Revegy; or (iii) a claim arising from breach of this Agreement by CloudNine; provided that you (a) promptly give written notice use of the claim Services in a way not intended by Revegy or not provided for or described in the applicable Documentation, if such infringement would not have occurred but for such combination, alteration, modification or unintended or unauthorized use of the Services. Should Services become, or in Revegy’s opinion be likely to CloudNinebecome, the subject of an Action, Revegy may, at its discretion, (i) obtain for you, at no additional cost, the right to continue using the Services under this Agreement; (bii) give CloudNine sole control of modify or replace the defense and settlement of the claim (provided that CloudNine may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide Services to CloudNine all available information and assistance; and (d) have not compromised or settled avoid such claim, or (iii) if Revegy determines that neither (i) or (ii) is commercially practicable, terminate the license to the Services and refund the pre-paid, unused fees. CloudNine shall have no indemnification obligationTHIS SECTION STATES REVEGY’S ENTIRE LIABILITY AND LICENSEE’S EXCLUSIVE REMEDY FOR ANY CLAIMED, and you shall indemnify CloudNine pursuant POTENTIAL OR ACTUAL INFRINGEMENT OR FOR ANY ACTION. As an express condition to this Agreementthe foregoing indemnity obligations, for claims arising from any infringement arising from the combination of the Program with any of your products, service, hardware or business process(es).party seeking indemnity shall

Mutual Indemnification. You shall indemnify and hold CloudNineCloserware, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you You of your Your representations and warranties; or (iii) a claim arising from the breach by you You or your Your Users of this Agreement, provided in any such case that CloudNine Closerware (a) gives written notice of the claim promptly to youYou; (b) gives you You sole control of the defense and settlement of the claim (provided that you You may not settle or defend any claim unless you You unconditionally release CloudNine Closerware of all liability and such settlement does not affect CloudNineCloserware's business or ProgramService); (c) provides to you You all available information and assistance; and (d) has not compromised or settled such claim. CloudNine Closerware shall indemnify and hold you You and your Your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Dateeffective date of this Agreement, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine Closerware of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNine; provided that you (a) promptly give written notice of the claim to CloudNine; (b) give CloudNine sole control of the defense and settlement of the claim (provided that CloudNine may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine all available information and assistance; and (d) have not compromised or settled such claim. CloudNine shall have no indemnification obligation, and you shall indemnify CloudNine pursuant to warranties in this Agreement, for claims arising from any infringement arising from the combination of the Program with any of your products, service, hardware or business process(es).; or

Mutual Indemnification. You shall indemnify and hold CloudNinexxxxxxxxxx.xxx, its licensors and each such party's ’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' ’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine xxxxxxxxxx.xxx (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine xxxxxxxxxx.xxx of all liability and such settlement does not affect CloudNine's xxxxxxxxxx.xxx’s business or ProgramService); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine Xxxxxxxxxx.xxx shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' ’ fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine xxxxxxxxxx.xxx of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNinexxxxxxxxxx.xxx; provided that you (a) promptly give written notice of the claim to CloudNinexxxxxxxxxx.xxx; (b) give CloudNine xxxxxxxxxx.xxx sole control of the defense and settlement of the claim (provided that CloudNine xxxxxxxxxx.xxx may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine xxxxxxxxxx.xxx all available information and assistance; and (d) have not compromised or settled such claim. CloudNine Xxxxxxxxxx.xxx shall have no indemnification obligation, and you shall indemnify CloudNine xxxxxxxxxx.xxx pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your products, service, hardware or business process(esprocess(s).

Mutual Indemnification. You shall defend and indemnify and hold CloudNineXXXXx.xxx, RxScan, Ltd., and its licensors and each such party's parent organizations, subsidiarieslicensors, affiliates, officers, directors, employees, attorneys licensors, suppliers and agents harmless from and against any and all claims, actions or demands, costs, damages, losses, liabilities liabilities, expenses and expenses settlements (including attorneys' fees and costs) arising out of of, alleged to result from, or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of any of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine XXXXx.xxx (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine XXXXx.xxx and RxScan, Ltd. of all liability and such settlement does not affect CloudNine's XXXXx.xxx’s business or ProgramService); (c) provides to you all available information and reasonable assistance; and (d) has not materially compromised or settled such claim. CloudNine XXXXx.xxx shall defend and indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys employees and agents harmless from and against any and all claims, actions or demands, costs, damages, losses, liabilities liabilities, expenses and expenses settlements (including attorneys' fees and costs) arising out of of, alleged to result from, or in connection with: (i) a claim alleging that the Program Service directly infringes a U.S. copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine XXXXx.xxx of any of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNineXXXXx.xxx; provided that you (a) promptly give written notice of the claim to CloudNineXXXXx.xxx; (b) give CloudNine XXXXx.xxx sole control of the defense and settlement of the claim (provided that CloudNine XXXXx.xxx may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine XXXXx.xxx all available information and reasonable assistance; and (d) have not materially compromised or settled such claim. CloudNine XXXXx.xxx shall have no indemnification obligation, and you shall indemnify CloudNine XXXXx.xxx pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your products, service, hardware or business process(esprocess(s).

Mutual Indemnification. You (a) Lessee shall indemnify and hold CloudNine, its licensors and each such partyharmless Lessor (as well as Lessor's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys partners, servants, agents, heirs and agents harmless assigns) (the indemnified parties) of and from all liability (Joint or several and against any and all including strict liabilities), claims, actions, penalties, demands, costs, damages, losses, liabilities damages and expenses (including attorneys' fees without limitation legal fees), remediation and response costs) arising out of , remediation plan preparation costs and any continuing monitoring or in connection withclosure costs, incurred or suffered by any indemnified party or asserted by a third party against any indemnified party, resulting from: (i1) a claim alleging that use any materially inaccurate representation made by Lessee in or under this Lease; (2) material breach of any of the a customers’ data infringes the rights of, warranties made by Lessee in or has caused harm to, a third partyunder this Lease; (ii3) a claimmaterial breach or default in the performance by Lessee of any of the covenants to be performed by it under this Lease; (4) any debts, which if trueliabilities or obligations of Lessee, would constitute whether accrued, absolute, contingent or otherwise, due or to become due; (5) the conduct of Lessee's business; (6) Lessee's use or possession of the Property; (7) any past, present or future act or omission of Lessee whether or not such act or omission constituted or constitutes a violation by you of your representations law, regulation, ordinance, permit, license or otherwise; this indemnification provision is to be construed liberally in favor of Lessor and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine (a) gives written notice of the claim promptly is expressly intended to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine of include all liability (joint or several and such settlement does not affect CloudNine's business or Programincluding strict liabilities); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine shall indemnify and hold you and your parent organizations, subsidiariesclaims, affiliatesactions, officerspenalties, directors, employees, attorneys and agents harmless from and against any and all claimsdemands, costs, damages, losses, liabilities damages and expenses (including attorneys' fees without limitation legal fees), remediation and response costs) arising out of , remediation plan preparation costs and any continuing monitoring or in connection with: (i) a claim alleging that the Program directly infringes a copyrightclosure costs, a U.S. patent issued as of the Effective Dateincurred or suffered by any indemnified party, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNine; provided that you (a) promptly give written notice of the claim to CloudNine; (b) give CloudNine sole control of the defense and settlement of the claim (provided that CloudNine may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine all available information and assistance; and (d) have not compromised or settled such claim. CloudNine shall have no indemnification obligation, and you shall indemnify CloudNine pursuant to this Agreement, for claims arising resulting from any infringement arising from the combination act or omission of the Program with any of your products, service, hardware or business process(es)Lessee.

Mutual Indemnification. You shall indemnify and hold CloudNineAceBOOK, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine AceBOOK (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense defence and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine AceBOOK of all liability and such settlement does not affect CloudNineAceBOOK's business or ProgramService); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine AceBOOK shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine AceBOOK of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNineAceBOOK; provided that you (a) promptly give written notice of the claim to CloudNineAceBOOK; (b) give CloudNine AceBOOK sole control of the defense defence and settlement of the claim (provided that CloudNine AceBOOK may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine AceBOOK all available information and assistance; and (d) have not compromised or settled such claim. CloudNine AceBOOK shall have no indemnification obligation, and you shall indemnify CloudNine AceBOOK pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your products, service, hardware or business process(esprocess(s).

Mutual Indemnification. You shall indemnify and hold CloudNinePipeline, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine Pipeline (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine Pipeline of all liability and such settlement does not affect CloudNinePipeline's business or ProgramService); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine Pipeline shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine Pipeline of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNinePipeline; provided that you (a) promptly give written notice of the claim to CloudNinePipeline; (b) give CloudNine Pipeline sole control of the defense and settlement of the claim (provided that CloudNine Pipeline may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine Pipeline all available information and assistance; and (d) have not compromised or settled such claim. CloudNine Pipeline shall have no indemnification obligation, and you shall indemnify CloudNine Pipeline pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your products, service, hardware or business process(esprocess(s).