Reseller Indemnity. Reseller shall indemnify QuoVadis and its directors, officers, agents, employees, successors and assigns from any and all third-party claims, suits proceedings, judgments, damages, and costs (including reasonable attorneys’ fees and expenses) based on or arising out of (a) Reseller’s breach of this Agreement; (b) Reseller Customers’ breach of the Customer Agreement (as described in Section 3.1.1); or (c) QuoVadis’s revocation of a Certificate pursuant to Reseller direction under Section 3.3.3.
Reseller Indemnity. Reseller shall indemnify DigiCert and its directors, officers, agents, employees, successors and assigns from any and all third-party claims, suits proceedings, judgments, damages, and costs (including reasonable attorneys’ fees and expenses) based on or arising out of (a) Reseller’s breach of this Agreement; (b) Reseller Customers’ breach of the Customer Agreement (as described in Section 3.1.1); or (c) DigiCert’s revocation of a Certificate pursuant to Reseller direction under Section 3.3.3.
Reseller Indemnity. Xxxxxxxx will defend, indemnify and hold harmless Appgate, its Affiliates and each of their respective agents, officers, directors, representatives and employees from and against all Claims, to the extent arising from (1) any breach by Reseller of Sections 5(b) or 5(c) hereof, or (2) Reseller’s or an End User’s infringement or misappropriation of Appgate’s intellectual property rights or exceeding the scope of any license granted by Appgate hereunder.
Reseller Indemnity. Reseller shall defend and/or settle at its expense, any claims, actions or proceedings against BEN and its Affiliates and its and their officers, directors, employees and contractors (the “BEN Indemnified Parties”) to the extent arising out of or relating to (a) bodily injury or damage to tangible or real property, including death, caused by or arising out of any negligent act or omission of Reseller or any of its Affiliates or any of its or their officers, directors, employees, contractors or agents; (b) the provision, use or failure of any product or service provided by Reseller; (c) any representations or warranties made by Reseller in respect to the Services or any portions thereof beyond those authorized in this Agreement; (d) any infringement or misappropriation of any intellectual property or other rights by any Customer Data; or (e) any violation of any law or regulation by Reseller or any of its Affiliates or any of its or their officers, directors, employees, contractors or agents (“BEN Claims”), and Reseller shall pay all damages finally awarded by a court of competent jurisdiction to such third party against any of the BEN Indemnified Parties, or any settlement amounts agreed by Rxxxxxxx in writing. The indemnification obligation of Reseller set forth in this Section 7.2 is subject to the conditions that, BEN shall notify Reseller promptly of any BEN Claims, permit Reseller to control the defense and settlement of such BEN Claims (provided that BXX xxx participate with counsel of its own choosing, at its own expense), and assist Reseller, at Reseller’s expense, in defending or settling such BEN Claims. Reseller shall not be liable for any settlement amounts entered into by BEN without Reseller’s prior written approval.
Reseller Indemnity. Reseller shall indemnify ZealiD and its directors, officers, agents, employees, successors and assigns from any and all third- party claims, suits proceedings, judgments, damages, and costs (including reasonable attorneys’ fees and expenses) based on or arising out of (a) Reseller’s breach of this Agreement or (b) Reseller Customers’ breach of the Customer Agreement (as described in Section 3.1.1).
Reseller Indemnity. Reseller shall defend and indemnify Striiv from and against any claims, suits, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) resulting from or relating to: (a) breach by Reseller of this Agreement; (b) any representations, warranties, or guarantees made by Reseller, or either of their employees, servants or agents, that exceed the scope of the limited warranty to end-user purchasers of the Products as described in Striiv’s Product user manual; and (c) any third party claims (including without limitation any claims made by any end-user purchaser) arising from any breach of this Agreement by Reseller. Striiv agrees to give Reseller prompt written notice of any claims described in this Section 15.1, to tender the defense of such claims to Reseller, and to grant Reseller the right to control settlement and resolution of such claims; provided however, that (i) Striiv may be represented by counsel of its own choice and participate in the defense at its own expense, and (ii) Reseller shall not, without Striiv’s prior written consent, settle any claim that imposes any affirmative obligation on Striiv.
Reseller Indemnity. You shall defend and/or settle at Your expense, any claims, actions or proceedings against Us and Our Affiliates and Our and their officers, directors, employees and contractors (the ´GoPro Indemnified Parties´) to the extent arising out of or relating to (a) any representations or warranties made by You in respect to the Solutions or any portions thereof beyond those authorized in the Agreement; (b) any infringement or misappropriation of any intellectual property or other rights by any Customer Data; (c) any violation of any law or regulation by You or any of Your Affiliates or any of Your or their officers, directors, employees, contractors or agents; and You shall pay all damages finally awarded by a court of competent jurisdiction to such third party against any of the GoPro Indemnified Parties, or any settlement amounts agreed by You in writing; subject to the conditions that, We shall notify You promptly of any claims, permit You to control the defence and settlement of such claims (provided that We may participate with counsel of Our own choosing, at Our own expense), and assist You, at Your expense, in defending or settling such claims. You shall not be liable for any settlement amounts entered into by Us, without having previously consulted You.
Reseller Indemnity. In addition, the KK agrees to indemnify, defend and hold harmless AJI and its licensors from and against any and all liabilities, claims, ------- |*| Indicates that certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Reseller Indemnity. Reseller agrees to defend, indemnify and hold Veea harmless against any and all damages, costs, liabilities, expenses and settlement amounts incurred in connection with any suit, claim, or action by any third party made against Veea as a result of: (i) Reseller’s or an Enterprise’s use or operation of the Services in a manner other than that for which it was designed and for use not expressly provided for in the Documentation; (ii) negligence, misrepresentation, error or omission on the part of Reseller or its representatives; (iii) Reseller’s failure to resell the Services in accordance with Section 2.4; or (iv) Reseller’s or an Enterprise’s combination of the Services with another product, software or platform where the combination with the other product, software or platform is the cause of the infringement claim or action. Xxxxxxxx’s obligation to indemnify Veea pursuant to this paragraph is subject to Veea: (a) giving Reseller prompt written notice of any such claim; (b) giving Reseller sole control over the defense and settlement of any such claim; (c) providing full cooperation for the defense of any such claim; and (d) not entering into any settlement or compromise of any such claim without Xxxxxxxx’s prior written approval.
Reseller Indemnity. In addition, the KK agrees to indemnify, defend and hold harmless AJI and its licensors from and against any and all liabilities, claims, losses, fines, penalties, costs and expenses, including without limitation reasonable attorneys' fees which AJI or its licensors may incur as a result of any third party claims in any form arising out of (A) any statement made by or on behalf of the KK or any reseller of the KK regarding the function or operation of the AJ Assets, and (B) any terns agreed to between the KK and its Corporate Customers, where in each case, such terns do not comply with the minimum license terms set forth in EXHIBIT C.
