Indemnities from the Customer

Indemnities from the Customer


Customer shall defend and indemnify Vendor and the Vendor Associates (as defined ____) against any “Indemnified Claim,” meaning any third party claim, suit, or proceeding arising out of, related to, or alleging: (i) infringement or violation of a copyright, trademark, trade secret, privacy, or confidentiality right by written material, images, logos, or other content uploaded to the System through Customer’s account; (ii) that use of the System through Customer’s account harasses, defames, or defrauds a third party or violates the CAN-Spam Act of 2003 or any other law or restriction on electronic advertising; or (iii) injury to or death of any individual, or any loss of or damage to real or tangible personal property, caused by the act or omission of Customer or of any of its agents, subcontractors, or employees.

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Customer shall defend and indemnify Vendor and the Vendor Associates (as defined ____) against any third party claim, suit, or proceeding arising out of, related to, or alleging exposure or disclosure of personally identifiable information or other private information input into the System through Customer’s account (whether such data belongs to Customer, to one of Customer’s customers or users, or to other third parties) (any “Indemnified Claim”). Indemnified Claims include, without limitation, claims arising out of or related to Vendor’s negligence, provided that to the extent that a court holds that injuries result from Vendor’s negligence, Customer’s obligation to pay judgments or settlements shall be excused.

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Customer shall defend1 and indemnify Vendor and the Vendor Associates (as defined ____) against any third party claim, suit, or proceeding arising out of or related to Customer’s alleged or actual use of, misuse of, or failure to use the Services, including without limitation (i) claims by Customer’s users, subscribers, and employees, as well as by Customer’s own customers, and (ii) claims related to unauthorized disclosure or exposure of personally identifiable information or other private information (collectively, any “Indemnified Claim”). Indemnified Claims include, without limitation, claims arising out of or related to Vendor’s negligence.

 

Footnotes:
  • The examples in this clause box are not complete! Each replaces the first sentence of the clause box in Subchapter 1 above. If you use these examples, be sure to include the rest of the language from the Subchapter 1 clause box (with “Customer,” “Vendor,” and “Vendor Associates,”  replacing “Indemnitor,” “Indemnified Party,” and “Indemnified Associates”)