By Publisher. Publisher will defend Customer from and against any and all third party claims, actions, suits, proceedings, and demands alleging that the use of the Offering as permitted under the Contract infringes or misappropriates a third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer for all reasonable attorney’s fees incurred and damages and other costs finally awarded against Customer in connection with or as a result of, and for amounts paid by Customer under a settlement Publisher approve of in connection with a Claim Against Customer; provided, however, that the Publisher has no liability if a Claim Against Customer arises from: (1) Customer Data or non-Publisher products, including third-party software; and (2) any modification, combination or development of the Offering that is not performed or authorized in writing by Publisher, including in the use of any application programming interface (API). Customer must provide Publisher with prompt written notice of any Claim Against Customer and allow Publisher the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting Publisher’s defense and settlement of such matter. This section states Publisher sole liability with respect to, and Xxxxxxxx’s exclusive remedy against Publisher for, any Claim Against Customer.
By Publisher. Publisher represents and warrants to Admixer that: (a) Publisher owns or controls the necessary legal rights to any Content that Publisher designates or transmits in connection with the use of the Services; (b) Publisher has all necessary rights, power and legal authority to enter into this Agreement and use the Services; and (c) Publisher and Publisher's Content: (i) complies with the requirements and all other applicable laws, statutes, ordinances and regulations; (ii) does not breach and has not breached any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; and (iii) only as to Publisher’s Content, is free from viruses and any other contaminants of any nature whatsoever. Publisher will indemnify and hold Admixer, and any of their parents, subsidiaries, affiliates, officers and employees, harmless, from any claim, demand, damages or loss, including costs and attorneys' fees, due to or arising out of Publisher’s breach or alleged breach of this Agreement or any of the foregoing representations and warranties.
By Publisher. Publisher will defend Customer from and against any and all third party claims, actions, suits, proceedings, and demands alleging that: (i) the use of the Offering as permitted under the Contract infringes or misappropriates a third party’s intellectual property rights and
By Publisher. Publisher shall indemnify, defend and hold harmless Fyber, and its directors, officers and employees (the “Fyber Parties”) against any liability, damage, loss or expense (including reasonable attorneys’ fees and costs) incurred by the Fyber Parties in connection with any third-party claim arising out of or relating to (a) any alleged or actual breach of its representations, warranties or covenants under Sections 2, 3, 6, 7 or 10.2 of these T&Cs; (b) Publisher’s unauthorized use of the Fyber Services (not including claims for which Fyber is indemnifying Publisher); (c) if Publisher Properties contain any Prohibited Content; (d) if Publisher Properties or users’ downloads, installations or any use thereof violate any law or infringes upon or misappropriates any intellectual property right, publicity or privacy right; and (e) if Publisher has not disclosed Fyber’s Ad Tracking practices as required by the Agreement.
By Publisher. Publisher will defend Customer from and against any and all third party claims, actions, suits, proceedings, and demands alleging that the use of the Offering as permitted under the Agreement infringes or misappropriates a third party’s Intellectual Property Rights (“Claim(s) Against Customer”), and will indemnify Customer for all reasonable attorney’s fees incurred and damages and other costs finally awarded against Customer in connection with or as a result of, and for amounts paid by Customer under a settlement Publisher approves of in connection with a Claim Against Customer; provided, however, that the Publisher has no liability if a Claim Against Customer arises from: (1) Customer Data or non-Publisher products, including Third-Party Software;
By Publisher. Publisher agrees to defend Criteo, its Affiliates and their respective directors, officers, employees and agents against any claim by a third party, judgment or proceeding that is related to: (a) Publisher’s breach of any express representation or warranty made in Section 7;
By Publisher. Publisher agrees to defend, indemnify, and hold School ------------- Zone, and its officers, directors, agents, and employees, harmless against all costs, expenses, and losses ( including reasonable attorney fees and costs) incurred by School Zone through claims of third parties against School Zone arising out of (a) any breach by Publisher or any Subdistributor or Sales Representative of any of their obligations; and (b) the manufacture, sale, shipment, use or other disposition of the Licensed Product, except for infringements that are the responsibility of School Zone.
By Publisher. Publisher may only terminate this Agreement by providing 10 days' written notice to Xxxxxxxx.xxx.
By Publisher. Publisher shall have the right to terminate this ------------- Agreement by written notice if School Zone commits any breach of this Agreement, and School Zone fails, within thirty (30) days following written notice of the breach from Publisher, to either cure the breach or to give Publisher all the reasonable assurances Publisher requires to ameliorate a non-curable breach or prevent its recurrence.
By Publisher. Publisher may only terminate this Agreement by providing 10 days' written notice to Affinity.
