Indemnity by You Clause Samples
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Indemnity by You. You agree to indemnify PeopleMedia if a claim is made against PeopleMedia due to your actions.
Indemnity by You. You will indemnify Siemens, our suppliers and contractors, and each of their respective employees, officers, directors, and representatives from and against, and, at Siemens’ option, defend Siemens from, any claims, damages, liabilities, losses, costs and expenses (including reasonable attorney’s fees) arising from or in connection with: (i) Your Content; (ii) any violation of Laws or rights of others by your use of the Services; (iii) any breach by you of the DSA; (iv) operation, combination, or use of the Services in conjunction with any of Your Content and/or in conjunction with any Third Party software, materials, or services; (v) an adjustment or configuration of the Services made by you or a Third Party to which you facilitate or permit access to the Services, including Users; (vi) our compliance with designs, plans, or specifications provided to us by you or on your behalf; (vii) any claims by any User or any Third Party to which you facilitate or permit access to the Services; (viii) your use of Siemens’ trademarks, designations, and logos in breach of the authorization granted to you in a Specification Document; and (ix) the use of a Service for the operation of or within a High Risk System, if the functioning of a High Risk System depends on the proper functioning of a Service or a Service caused a High Risk System to fail. Section 7.1.1 shall apply mutatis mutandis.
Indemnity by You. You agree to indemnify and hold ▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, its subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, arising out of or related to:
a. your use of the Service and/or Websites in violation of this Agreement and/or arising from a breach of this Agreement including without limitation your representations and warranties set forth above;
b. any third party claim of infringement of copyright or other intellectual property rights or invasion of privacy arising from the hosting of Your Content on the Websites, and/or your making available thereof to other users of the Websites, and/or the actual use of Your Content by other users of the Websites or related services in accordance with these Terms of Service and the parameters set by you with respect to the distribution and sharing of Your Content;
c. any activity related to your account, either by you or by any other person accessing your account with or without your consent unless such activity was caused by the act of ▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.
Indemnity by You. You agree to indemnify and hold the Company, its subsidiaries, and affiliates, and its and their officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorney's fees, made by any third party due to or arising out of your breach of or failure to comply with this Agreement (including any breach of your representations and warranties contained herein), any postings or Content you post in the Service, and the violation of any law or regulation by you. The Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with the Company in connection therewith.
Indemnity by You. You will indemnify Siemens, our suppliers and contractors, and each of their respective employees, officers, directors, and representatives from and against, and, at Siemens’ option, defend Siemens from, any claims, damages, liabilities, losses, costs and expenses (including reasonable attorney’s fees) arising from or in connection with: (i) Your Content; (ii) any violation of Laws or rights of others by your use of the Services;
Indemnity by You. You agree, to the extent permitted under applicable law, to indemnify, defend and hold harmless SignCircle, our affiliates, and their and our respective officers, directors, agents, and employees from and against any and all complaints, demands, claims, damages, losses, costs, liabilities and expenses, including attorney’s fees due to, arising out of, or relating in any way to your access to or use of the Service, your Content, or your breach of this Agreement.
Indemnity by You. You agree to indemnify and hold Ilerah, its subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, arising out of or related to:
a. your use of the Service and/or Websites in violation of this Agreement and/or arising from a breach of this Agreement including without limitation your representations and warranties set forth above;
b. any third party claim of infringement of copyright or other intellectual property rights or invasion of privacy arising from the hosting of Your Content on the Websites, and/or your making available thereof to other users of the Websites, and/or the actual use of Your Content by other users of the Websites or related services in accordance with these Terms of Service and the parameters set by you with respect to the distribution and sharing of Your Content;
c. any activity related to your account, either by you or by any other person accessing your account with or without your consent unless such activity was caused by the act of Ilerah.
Indemnity by You. (a) You must indemnify and keep us indemnified against and must pay us on demand against all claims, actions, liability, suits, loses, expenses, costs (including legal costs and disbursements) and damages we may incur or suffer arising out of or in connection with:
(i) a Transaction between you and any Cardholder;
(ii) all Chargebacks including any foreign exchange difference between the value of an original Transaction and the amount of the Chargeback for a Transaction;
(iii) any Invalid Transaction;
(iv) any damage or loss to the Equipment;
(v) you or any of your Personnel processing a Transaction with incorrect Transaction information;
(vi) any error, negligence, wilful misconduct or fraud by you or your Personnel;
(vii) any dispute over goods or services between you and a Cardholder;
(viii) any warranty or representation whatsoever by any person in relation to any goods or services supplied by you;
(ix) your failure to comply with any of your obligations under this Agreement;
(x) any enforcement expenses we incur to enforce this Agreement, including any amount reasonably incurred by our use of our staff and facilities, in the event of a breach of the Agreement by you; and
(xi) fines, fees or penalties (including but not limited to Card Scheme fines) that we are required to pay as a direct or indirect result of your failure to observe any of the procedures, requirements or obligations under this Agreement, however, you are not required to indemnify us against any claims, actions, liability, suits, loses, expenses, costs and damages we may incur or suffer which are the sole the result of the fraud, wilful default or gross negligence of us, or our employees, contractors or agents. We will also take reasonable steps to mitigate any costs, damages, losses or liabilities which are the subject of your indemnity under this clause.
Indemnity by You. You indemnify, and must at all times keep us indemnified, against any Loss arising out of or in connection with any infringement or alleged infringement by you or us of the Intellectual Property rights of any third person relating to any Intellectual Property provided by you to us for the purposes of the Activity.
Indemnity by You. You will indemnify Siemens and its suppliers and contractors and each of their respective em- ployees, officers, directors, and representatives from and against, and, at Siemens’ option, defend Siemens from, any claims, damages, liabilities, losses, costs and expenses (in- cluding reasonable attorney’s fees) arising from or in connec- tion with: (i) Your Content; (ii) any violation of Laws or rights of others by your use of the Services; (iii) any breach by you of the DSMA, (iv) the operation, your combination or use of the Services in conjunction with any of Your Content and/or in conjunction with any Third Party software, materials and/or services; (v) an adjustment or configuration of the Services made by you or a Third Party to which you facilitate or permit access to the Services, including Users; (vi) our compliance with designs, plans or specifications provided to us by you or on your behalf; (vii) any incorrect statements contained in information material which you use or provide to us for use with Third Parties; (viii) any claims by any User or any Third Party to which you facilitate or permit access to the Services; (ix) the use of your trademarks, designations and logos as authorized by you; (x) your use of Siemens’ trademarks, designations and logos in breach of the authori- zation granted to you in an Order Form; and (xi) the use of a Service for the operation of or within a High Risk System, if the functioning of a High Risk System depends on the proper functioning of a Service or a Service caused a High Risk Sys- tem to fail. Section 7.1.1 shall apply mutatis mutandis.