Common use of Indemnification Clause in Contracts

Indemnification. The customer shall indemnifiy everyworks from all claims asserted against it by third parties as a result of infringement by the customer of his/her obligations as per clauses 6 to 9 or his/her violation of statutory requirements in connection with his/her use of Work Spaces. The customer shall reimburse everyworks for all damages and costs incurred in this connection including costs for legal advice and legal proceedings. If third parties assert claims against everyworks due to a suspected violation on the part of the cus- tomer, everyworks shall notify the customer immediately and shall undertake defence in consultation with the customer or – at the discretion of everyworks – leave this to the customer. The parties shall support one another in legal defence and shall work jointly to achieve a successful legal defence. In particular, the parties shall share all information and submit statements that are required for legal defence. Neither party shall acknowledge claims by third parties without the other party's consent. In the case of the use of a corporate account, the indemnification by the customer also extends to claims that are asserted due to a culpable violation of an employee of the customer against everyworks. 16.1 The official language of the contract is German. The English translation of these Terms shall have no legal validity; it is provided merely as a courtesy. 16.2 The customer can only set-off claims for payment from everyworks if the customer's claim to set-off is undisputed or recognised by declaratory judgement or there is a mu- tuality of obligations with the claims of everyworks. The same applies to the customer's right of retention. 16.3 The law of the Federal Republic of Germany shall apply to the contractual relationship between the parties, excluding the Convention on Contracts for the International Sale of Goods (CISG). If the customer is a consumer and has no residence in the Federal Re- public of Germany, the contractual relationship shall be subject to the law of the Federal Republic of Germany, excluding the CISG, unless otherwise stipulated by the law of the state in which the consumer is ordinarily resident. 16.4 If the customer does not have a general place of jurisdiction in Germany or another EU member state, is a merchant or legal entity under public law, or has relocated his/her permanent residence to a country other than Germany after these Terms came into ef- fect, or his/her place of residence or habitual abode is not known at the time of the legal action, the sole place of jurisdiction for all conflicts arising from or in connection with the contract shall be where the everyworks headquarters is based. 16.5 The European Commission provides a platform for the online resolution of disputes, which the customer can access at ▇▇▇▇://▇▇▇.▇▇.▇▇▇▇▇▇.▇▇/▇▇▇▇▇▇▇▇▇/▇▇▇. 16.6 In the event of differences of opinion between everyworks and the customer in respect of the performance of services by everyworks, everyworks declares itself willing to attend dispute resolution proceedings before a consumer arbitration board. The responsible body is the Schlichtungsstelle für den öffentlichen Personenverkehr e.V (arbitration board for public passenger transport), ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, which can be found at this link (▇▇▇▇▇://▇▇▇▇-▇▇▇▇▇▇.▇▇). 16.7 If one or more clauses of this contract are or become ineffective, this shall not affect the validity of the remaining clauses.

Indemnification. The customer shall indemnifiy everyworks from all claims asserted against it by third parties as a result of infringement by the customer of his/her obligations as per clauses 6 to 9 or his/her violation of statutory requirements in connection with his/her use of Work Spaces. The customer shall reimburse everyworks for all damages and costs incurred in this connection including costs for legal advice and legal proceedings. If third parties assert claims against everyworks due to a suspected violation on the part of the cus- tomer, everyworks shall notify the customer immediately and shall undertake defence in consultation with the customer or – at the discretion of everyworks – leave this to the customer. The parties shall support one another in legal defence and shall work jointly to achieve a successful legal defence. In particular, the parties shall share all information and submit statements that are required for legal defence. Neither party shall acknowledge claims by third parties without the other party's consent. In the case of the use of a corporate account, the indemnification by the customer also extends to claims that are asserted due to a culpable violation of an employee of the customer against everyworks. 16.1 The official language of the contract is German. The English translation of these Terms shall have no legal validity; it is provided merely as a courtesy. 16.2 The customer can only set-off claims for payment from everyworks if the customer's claim to set-off is undisputed or recognised by declaratory judgement or there is a mu- tuality of obligations with the claims of everyworks. The same applies to the customer's right of retention. 16.3 The law of the Federal Republic of Germany shall apply to the contractual relationship between the parties, excluding the Convention on Contracts for the International Sale of Goods (CISG). If the customer is a consumer and has no residence in the Federal Re- public of Germany, the contractual relationship shall be subject to the law of the Federal Republic of Germany, excluding the CISG, unless otherwise stipulated by the law of the state in which the consumer is ordinarily resident. 16.4 If the customer does not have a general place of jurisdiction in Germany or another EU member state, is a merchant or legal entity under public law, or has relocated his/her permanent residence to a country other than Germany after these Terms came into ef- fect, or his/her place of residence or habitual abode is not known at the time of the legal action, the sole place of jurisdiction for all conflicts arising from or in connection with the contract shall be where the everyworks headquarters is based. 16.5 The European Commission provides a platform for the online resolution of disputes, which the customer can access at ▇▇▇▇://▇▇▇.▇▇.▇▇▇▇▇▇.▇▇/▇▇▇▇▇▇▇▇▇/▇▇▇. 16.6 In the event of differences of opinion between everyworks and the customer in respect of the performance of services by everyworks, everyworks declares itself willing to attend dispute resolution proceedings before a consumer arbitration board. The responsible body is the Schlichtungsstelle für den öffentlichen Personenverkehr e.V (arbitration board for public passenger transport), ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, which can be found at this link (▇▇▇▇▇://▇▇▇▇-▇▇▇▇▇▇.▇▇). 16.7 If one or more clauses of this contract are or become ineffective, this shall not affect the validity of the remaining clauses. 16.8 everyworks may amend these general terms and conditions with effect for the future as described below, insofar as this does not affect the main performance obligations, inso- far as there is a valid reason for the amendments and insofar as the amendments are reasonable taking into account the interests of both parties. A valid reason exists includ- ing but not limited to where the amendments are necessary due to a disruption of the equivalence relationship of the contract to a not insignificant extent which was unfore- seeable for everyworks at the time of the conclusion of the contract, where the amend- ments are necessary for technical reasons or where the amendments are necessary for the further performance of the contract due to changes in case law or legislation. Every- works will notify the customer about an amendment of these general terms and condi- tions and the date of entering into force of such an amendment at least six weeks in advance via message within the app or via e-mail. The customer may object to the amendment. If he does not do so within six weeks after receipt of the notification of the amendment, his consent shall be deemed to have been given. The notification of the amendment will explicitly inform the customer about his right to object, the six-week pe- riod and the legal consequences of his silence.

Indemnification. The customer shall indemnifiy everyworks from all claims asserted against it by third parties as a result of infringement by the customer of his/her obligations as per clauses 6 to 9 or his/her violation of statutory requirements in connection with his/her use of Work Spaces. The customer shall reimburse everyworks for all damages and costs incurred in this connection including costs for legal advice and legal proceedings. If third parties assert claims against everyworks due to a suspected violation on the part of the cus- tomer, everyworks shall notify the customer immediately and shall undertake defence in consultation with the customer or – at the discretion of everyworks – leave this to the customer. The parties shall support one another in legal defence and shall work jointly to achieve a successful legal defence. In particular, the parties shall share all information and submit statements that are required for legal defence. Neither party shall acknowledge claims by third parties without the other party's consent. In the case of the use of a corporate account, the indemnification by the customer also extends to claims that are asserted due to a culpable violation of an employee of the customer against everyworks. 16.1 The official language of the contract is German. The English translation of these Terms shall have no legal validity; it is provided merely as a courtesy. 16.2 The customer can only set-off claims for payment from everyworks if the customer's claim to set-off is undisputed or recognised by declaratory judgement or there is a mu- tuality of obligations with the claims of everyworks. The same applies to the customer's right of retention. 16.3 The law of the Federal Republic of Germany shall apply to the contractual relationship between the parties, excluding the Convention on Contracts for the International Sale of Goods (CISG). If the customer is a consumer and has no residence in the Federal Re- public of Germany, the contractual relationship shall be subject to the law of the Federal Republic of Germany, excluding the CISG, unless otherwise stipulated by the law of the state in which the consumer is ordinarily resident. 16.4 If the customer does not have a general place of jurisdiction in Germany or another EU member state, is a merchant or legal entity under public law, or has relocated his/her permanent residence to a country other than Germany after these Terms came into ef- fect, or his/her place of residence or habitual abode is not known at the time of the legal action, the sole place of jurisdiction for all conflicts arising from or in connection with the contract shall be where the everyworks headquarters is based. 16.5 The European Commission provides a platform for the online resolution of disputes, which the customer can access at ▇▇▇▇://▇▇▇.▇▇.▇▇▇▇▇▇.▇▇/▇▇▇▇▇▇▇▇▇/▇▇▇. 16.6 In the event of differences of opinion between everyworks and the customer in respect of the performance of services by everyworks, everyworks declares itself willing to attend dispute resolution proceedings before a consumer arbitration board. The responsible body is the Schlichtungsstelle für den öffentlichen Personenverkehr e.V (arbitration board for public passenger transport), ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, which can be found at this link (▇▇▇▇▇://▇▇▇▇-▇▇▇▇▇▇.▇▇). 16.7 If one or more clauses of this contract are or become ineffective, this shall not affect the validity of the remaining clauses.

Indemnification. The customer shall indemnifiy everyworks from all claims asserted against it by third parties as a result of infringement by the customer of his/her obligations as per clauses 6 to 9 or his/her violation of statutory requirements in connection with his/her use of Work Spaces. The customer shall reimburse everyworks for all damages and costs incurred in this connection including costs for legal advice and legal proceedings. If third parties assert claims against everyworks due to a suspected violation on the part of the cus- tomer, everyworks shall notify the customer immediately and shall undertake defence in consultation with the customer or – at the discretion of everyworks – leave this to the customer. The parties shall support one another in legal defence and shall work jointly to achieve a successful legal defence. In particular, the parties shall share all information and submit statements that are required for legal defence. Neither party shall acknowledge claims by third parties without the other party's consent. In the case of the use of a corporate account, the indemnification by the customer also extends to claims that are asserted due to a culpable violation of an employee of the customer against everyworks. 16.1 15.1 The official language of the contract is German. The English translation of these Terms shall have no legal validity; it is provided merely as a courtesy. 16.2 15.2 The customer can only set-off claims for payment from everyworks if the customer's claim to set-off is undisputed or recognised by declaratory judgement or there is a mu- tuality of obligations with the claims of everyworks. The same applies to the customer's right of retention. 16.3 15.3 The law of the Federal Republic of Germany shall apply to the contractual relationship between the parties, excluding the Convention on Contracts for the International Sale of Goods (CISG). If the customer is a consumer and has no residence in the Federal Re- public of Germany, the contractual relationship shall be subject to the law of the Federal Republic of Germany, excluding the CISG, unless otherwise stipulated by the law of the state in which the consumer is ordinarily resident. 16.4 15.4 If the customer does not have a general place of jurisdiction in Germany or another EU member state, is a merchant or legal entity under public law, or has relocated his/her permanent residence to a country other than Germany after these Terms came into ef- fect, or his/her place of residence or habitual abode is not known at the time of the legal action, the sole place of jurisdiction for all conflicts arising from or in connection with the contract shall be where the everyworks headquarters is based. 16.5 15.5 The European Commission provides a platform for the online resolution of disputes, which the customer can access at ▇▇▇▇://▇▇▇.▇▇.▇▇▇▇▇▇.▇▇/▇▇▇▇▇▇▇▇▇/▇▇▇. 16.6 15.6 In the event of differences of opinion between everyworks and the customer in respect of the performance of services by everyworks, everyworks declares itself willing to attend dispute resolution proceedings before a consumer arbitration board. The responsible body is the Schlichtungsstelle für den öffentlichen Personenverkehr e.V (arbitration board for public passenger transport), ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, which can be found at this link (▇▇▇▇▇://▇▇▇▇-▇▇▇▇▇▇.▇▇)link. 16.7 15.7 If one or more clauses of this contract are or become ineffective, this shall not affect the validity of the remaining clauses.

Indemnification. The customer shall indemnifiy everyworks from all claims asserted against it by third parties as a result of infringement by the customer of his/her obligations as per clauses 6 to 9 or his/her violation of statutory requirements in connection with his/her use of Work Spaces. The customer shall reimburse everyworks for all damages and costs incurred in this connection including costs for legal advice and legal proceedings. If third parties assert claims against everyworks due to a suspected violation on the part of the cus- tomercustomer, everyworks shall notify the customer immediately and shall undertake defence in consultation with the customer or – at the discretion of everyworks – leave this to the customer. The parties shall support one another in legal defence and shall work jointly to achieve a successful legal defence. In particular, the parties shall share all information and submit statements that are required for legal defence. Neither party shall acknowledge claims by third parties without the other party's consent. In the case of the use of a corporate account, the indemnification by the customer also extends to claims that are asserted due to a culpable violation of an employee of the customer against everyworks. 16.1 The official language of the contract is German. The English translation of these Terms shall have no legal validity; it is provided merely as a courtesy. 16.2 The customer can only set-off claims for payment from everyworks if the customer's claim to set-off is undisputed or recognised by declaratory judgement or there is a mu- tuality mutuality of obligations with the claims of everyworks. The same applies to the customer's right of retention. 16.3 The law of the Federal Republic of Germany shall apply to the contractual relationship between the parties, excluding the Convention on Contracts for the International Sale of Goods (CISG). If the customer is a consumer and has no residence in the Federal Re- public Republic of Germany, the contractual relationship shall be subject to the law of the Federal Republic of Germany, excluding the CISG, unless otherwise stipulated by the law of the state in which the consumer is ordinarily resident. 16.4 If the customer does not have a general place of jurisdiction in Germany or another EU member state, is a merchant or legal entity under public law, or has relocated his/her permanent residence to a country other than Germany after these Terms came into ef- fecteffect, or his/her place of residence or habitual abode is not known at the time of the legal action, the sole place of jurisdiction for all conflicts arising from or in connection with the contract shall be where the everyworks headquarters is based. 16.5 The European Commission provides a platform for the online resolution of disputes, which the customer can access at ▇▇▇▇://▇▇▇.▇▇.▇▇▇▇▇▇.▇▇/▇▇▇▇▇▇▇▇▇/▇▇▇. 16.6 In the event of differences of opinion between . everyworks and the customer does not participate in respect of the performance of services by everyworks, everyworks declares itself willing to attend any dispute resolution proceedings before a consumer arbitration board. The responsible body is the Schlichtungsstelle für den öffentlichen Personenverkehr e.V (arbitration board for public passenger transport), ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, which can be found at this link (▇▇▇▇▇://▇▇▇▇-▇▇▇▇▇▇.▇▇). 16.7 16.6 If one or more clauses of this contract are or become ineffective, this shall not affect the validity of the remaining clauses. 16.7 everyworks may amend these general terms and conditions with effect for the future as described below, insofar as this does not affect the main performance obligations, insofar as there is a valid reason for the amendments and insofar as the amendments are reasonable taking into account the interests of both parties. A valid reason exists including but not limited to where the amendments are necessary due to a disruption of the equivalence relationship of the contract to a not insignificant extent which was unforeseeable for everyworks at the time of the conclusion of the contract, where the amendments are necessary for technical reasons or where the amendments are necessary for the further performance of the contract due to changes in case law or legislation. Everyworks will notify the customer about an amendment of these general terms and conditions and the date of entering into force of such an amendment at least six weeks in advance via message within the app or via e-mail. The customer may object to the amendment. If he does not do so within six weeks after receipt of the notification of the amendment, his consent shall be deemed to have been given. The notification of the amendment will explicitly inform the customer about his right to object, the six-week period and the legal consequences of his silence.

Indemnification. The customer shall indemnifiy everyworks from all claims asserted against it by third parties as a result of infringement by the customer of his/her obligations as per clauses 6 to 9 or his/her violation of statutory requirements in connection with his/her use of Work Spaces. The customer shall reimburse everyworks for all damages and costs incurred in this connection including costs for legal advice and legal proceedings. If third parties assert claims against everyworks due to a suspected violation on the part of the cus- tomer, everyworks shall notify the customer immediately and shall undertake defence in consultation with the customer or – at the discretion of everyworks – leave this to the customer. The parties shall support one another in legal defence and shall work jointly to achieve a successful legal defence. In particular, the parties shall share all information and submit statements that are required for legal defence. Neither party shall acknowledge claims by third parties without the other party's consent. In the case of the use of a corporate account, the indemnification by the customer also extends to claims that are asserted due to a culpable violation of an employee of the customer against everyworks. 16.1 The official language of the contract is German. The English translation of these Terms shall have no legal validity; it is provided merely as a courtesy. 16.2 The customer can only set-off claims for payment from everyworks if the customer's claim to set-off is undisputed or recognised by declaratory judgement or there is a mu- tuality of obligations with the claims of everyworks. The same applies to the customer's right of retention. 16.3 The law of the Federal Republic of Germany shall apply to the contractual relationship between the parties, excluding the Convention on Contracts for the International Sale of Goods (CISG). If the customer is a consumer and has no residence in the Federal Re- public of Germany, the contractual relationship shall be subject to the law of the Federal Republic of Germany, excluding the CISG, unless otherwise stipulated by the law of the state in which the consumer is ordinarily resident. 16.4 If the customer does not have a general place of jurisdiction in Germany or another EU member state, is a merchant or legal entity under public law, or has relocated his/her permanent residence to a country other than Germany after these Terms came into ef- fect, or his/her place of residence or habitual abode is not known at the time of the legal action, the sole place of jurisdiction for all conflicts arising from or in connection with the contract shall be where the everyworks headquarters is based. 16.5 The European Commission provides a platform for the online resolution of disputes, which the customer can access at ▇▇▇▇://▇▇▇.▇▇.▇▇▇▇▇▇.▇▇/▇▇▇▇▇▇▇▇▇/▇▇▇. 16.6 In the event of differences of opinion between everyworks and the customer . DB InfraGO AG does not participate in respect of the performance of services by everyworks, everyworks declares itself willing to attend any dispute resolution proceedings before a consumer arbitration arbi- tration board. The responsible body is the Schlichtungsstelle für den öffentlichen Personenverkehr e.V (arbitration board for public passenger transport), ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, which can be found at this link (▇▇▇▇▇://▇▇▇▇-▇▇▇▇▇▇.▇▇). 16.7 16.6 If one or more clauses of this contract are or become ineffective, this shall not affect the validity of the remaining clauses. 16.7 everyworks may amend these general terms and conditions with effect for the future as described below, insofar as this does not affect the main performance obligations, inso- far as there is a valid reason for the amendments and insofar as the amendments are reasonable taking into account the interests of both parties. A valid reason exists includ- ing but not limited to where the amendments are necessary due to a disruption of the equivalence relationship of the contract to a not insignificant extent which was unfore- seeable for everyworks at the time of the conclusion of the contract, where the amend- ments are necessary for technical reasons or where the amendments are necessary for the further performance of the contract due to changes in case law or legislation. Every- works will notify the customer about an amendment of these general terms and condi- tions and the date of entering into force of such an amendment at least six weeks in advance via message within the app or via e-mail. The customer may object to the amendment. If he does not do so within six weeks after receipt of the notification of the amendment, his consent shall be deemed to have been given. The notification of the amendment will explicitly inform the customer about his right to object, the six-week pe- riod and the legal consequences of his silence.

Indemnification. The customer shall indemnifiy everyworks from all claims asserted against it by third parties as a result of infringement by the customer of his/her obligations as per clauses 6 to 9 or his/her violation of statutory requirements in connection with his/her use of Work Spaces. The customer shall reimburse everyworks for all damages and costs incurred in this connection including costs for legal advice and legal proceedings. If third parties assert claims against everyworks due to a suspected violation on the part of the cus- tomer, everyworks shall notify the customer immediately and shall undertake defence in consultation with the customer or – at the discretion of everyworks – leave this to the customer. The parties shall support one another in legal defence and shall work jointly to achieve a successful legal defence. In particular, the parties shall share all information and submit statements that are required for legal defence. Neither party shall acknowledge claims by third parties without the other party's consent. In the case of the use of a corporate account, the indemnification by the customer also extends to claims that are asserted due to a culpable violation of an employee of the customer against everyworks. 16.1 The official language of the contract is German. The English translation of these Terms shall have no legal validity; it is provided merely as a courtesy. 16.2 The customer can only set-off claims for payment from everyworks if the customer's claim to set-off is undisputed or recognised by declaratory judgement or there is a mu- tuality of obligations with the claims of everyworks. The same applies to the customer's right of retention. 16.3 The law of the Federal Republic of Germany shall apply to the contractual relationship between the parties, excluding the Convention on Contracts for the International Sale of Goods (CISG). If the customer is a consumer and has no residence in the Federal Re- public of Germany, the contractual relationship shall be subject to the law of the Federal Republic of Germany, excluding the CISG, unless otherwise stipulated by the law of the state in which the consumer is ordinarily resident. 16.4 If the customer does not have a general place of jurisdiction in Germany or another EU member state, is a merchant or legal entity under public law, or has relocated his/her permanent residence to a country other than Germany after these Terms came into ef- fect, or his/her place of residence or habitual abode is not known at the time of the legal action, the sole place of jurisdiction for all conflicts arising from or in connection with the contract shall be where the everyworks headquarters is based. 16.5 The European Commission provides a platform for the online resolution of disputes, which the customer can access at ▇▇▇▇://▇▇▇.▇▇.▇▇▇▇▇▇.▇▇/▇▇▇▇▇▇▇▇▇/▇▇▇. 16.6 In the event of differences of opinion between everyworks and the customer in respect of the performance of services by everyworks, everyworks declares itself willing to attend dispute resolution proceedings before a consumer arbitration board. The responsible body is the Schlichtungsstelle für den öffentlichen Personenverkehr e.V (arbitration board for public passenger transport), ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, which can be found at this link (▇▇▇▇▇://▇▇▇▇-▇▇▇▇▇▇.▇▇)link. 16.7 If one or more clauses of this contract are or become ineffective, this shall not affect the validity of the remaining clauses.