Your Indemnity Obligations. You hereby agree to indemnify, defend and hold Provider harmless from and against any and a l liability, losses, costs, and expenses (including attorneys’ fees) incurred by Provider, or any one of them, in connection with any claim, arising out of your use of the O ferings, Your Content, any violation of this XXXX, including any supplemental term, and/or your violation of the rights of any other party, including the Provider, or any one of them. Notwithstanding the foregoing, we may assume the defense and control of any indemnifiable claim, for which you agree to provide your cooperation and to assume the costs thereof.
Your Indemnity Obligations. Except to the extent prohibited by Law, including Laws providing for the sovereign immunity of government entities, if a third party brings a claim, suit, or proceeding against us, our affiliates, or our respective employees, contractors, agents, or assigns (a “Blackboard Indemnitee”) resulting from (a) any use of the Products and Services beyond the scope of the license restrictions set forth in the Agreement, (b) the Customer Property or any other content submitted via your account, (c) your violation of any Law, gross negligence, or willful misconduct; or (d) any modifications or customization of the Products and Services by any person other than us or a third party authorized by us, you shall at your own expense indemnify, defend, and hold harmless such Blackboard Indemnitee. Blackboard shall have no liability (including indemnification obligations) to you for any claim to the extent arising out of (a) – (d) above.
Your Indemnity Obligations. Except to the extent prohibited by Law, including Laws providing for the sovereign immunity of government entities, you shall, at your own expense, indemnify, defend and hold Blackboard and its affiliates, and together their respective employees, contractors, agents, or assigns (“Blackboard Indemnitee”) harmless against any losses, damages or expenses (including, without limitation, reasonable attorneys’ fees and costs) arising from any claim, suit or proceeding brought by a third party against a Blackboard Indemnitee arising out of a Customer Matter (any of the foregoing indemnifiable matters, each a “Blackboard Claim”). You shall have the sole and exclusive authority to defend and/or settle any such claim or action, provided that you will keep us informed of, and will consult with any independent legal advisors appointed by us at our own expense regarding the progress of such defense. We agree (a) to provide you with prompt written notice of any Blackboard Claim and will make no admission in relation to any such alleged infringement, and (b) to provide such assistance as you may reasonably request, at your expense, in order to settle or defend any such Blackboard Claim.
Your Indemnity Obligations. At Caterpillar’s option, on written request of Caterpillar, you will defend and/or settle at your cost and expense any third party claim, suit, action or proceeding (“Claim”) brought against Caterpillar, its Affiliates, or their respective directors, officers, employees, agents, licensors, service providers, subcontractors, suppliers or other distributors (individually and collectively, the “Caterpillar Indemnified Party(ies)”) arising from or relating to (a) your access to or use of the Mobile Application in breach of any provision of this Agreement, or (b) any allegation that any information, materials or content that you submit or otherwise make available under this Agreement (including, all Mobile Application User Data and your User Submissions (if applicable) infringe, misappropriate or violate the intellectual property or other rights of a third party (each Claim under (a) or (b), a “User Indemnified Claim”), and in each case you will pay all damages finally awarded and settlement amounts entered into to the extent based upon such a Claim. Upon your request and solely at your cost and expense, Caterpillar shall provide you with reasonable assistance with respect to the defense and/or settlement of such Claim.
Your Indemnity Obligations. You hereby indemnify, and agree to defend and hold the Company and each Third Party Organization with whom you engage on, through, or as a result of your use of the Services, and each of their respective affiliates, as well as each such party’s respective officers, directors, shareholders, employees, and representatives, harmless from and against any claims, losses, costs, expenses, or damages, including reasonable legal fees, arising out of or relating to the Services, your use of and access to the Sites or the Services, your violation of any rights of another, or resulting from your breach of these Terms, or arising out of a breach of your obligations or representations and warranties under these Terms (including, without limitation, use in contravention of these Terms, other Company policies, and copyright and other intellectual property laws).
Your Indemnity Obligations. Except to the extent prohibited by Law, including Laws providing for the sovereign immunity of government entities, if a third party brings a claim, suit, or proceeding against us, our affiliates, or our respective employees, contractors, agents, or assigns (a “Transact Indemnitee”) resulting from (a) any use of the Products and Services beyond the scope of the license or usage restrictions set forth in the Agreement, (b) the Customer Property or any other content submitted via your account (for example, and without limitation, third party claims alleging that the Customer Property infringes intellectual property rights, gives rise to a defamation claim, or gives rise to a claim based on lack of consent or authorization to post or utilize such content), (c) your violation of any Law, gross negligence, or willful misconduct; or (d) any modifications or customization of the Products and Services by any person other than us or a third party authorized by us. Provided that we have fulfilled all of the foregoing obligations, you shall at your own expense indemnify, defend, and hold harmless such Transact Indemnitee. Transact shall have no liability (including indemnification obligations) to you for any claim to the extent arising out of (a) – (d) above.
Your Indemnity Obligations. Upon written request of Caterpillar, you will, at Caterpillar’s option, defend and/or settle at your cost and expense any third party claim, suit, action or proceeding (“Claim”) brought against Caterpillar, its Affiliates, or their respective directors, officers, employees, agents, licensors, service providers, suppliers, subcontractors, distributors or Dealers (other than Dealer) (individually and collectively, the “Caterpillar Indemnified Party(ies)”) arising from or relating to (a) your (including Authorized Users’) access to or use of the Digital Offering in breach of any provision of this Agreement, (b) any allegation that any information, materials or content that you submit or otherwise make available under this Agreement (including, all Submitted Digital Offering Data and your User Submissions) infringe, misappropriate or violate the intellectual property or other rights of a third party, or (c) if you are Dealer, any Claim brought by a third party end customer against a Caterpillar Indemnified Party, other than to the extent that such Claim (i) is a Caterpillar Indemnified Claim, or (ii) directly results from a breach by Caterpillar of such third party end customer’s Cat Asset Intelligence End User Agreement (each Claim under (a), (b) or, if applicable, (c), a “Dealer/Customer Indemnified Claim”), and, in each case you will pay all damages finally awarded and settlement amounts entered into to the extent based upon such a Claim. Upon your request and at your cost and expense, Caterpillar shall provide you with reasonable assistance with respect to the defense and/or settlement of such Claim.
