Calm
· Calm Terms of Service
You also agree that the Calm Parties will have control of the defense or settlement, at Calm's sole option, of any third-party Claims.
Chegg
· Chegg Terms of Use
The Chegg Parties reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of a duly …
We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without our prior written consent.
We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you...and in such case, you agree to cooperate with our defense of such claim.
This Section 9.1 will not apply... with respect to any Third-Party Claim arising from or relating to:... (vii) Customer Data.
Cohere reserves the right, at its own cost, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defences.
We reserve the right, at our election, to assume the exclusive defense and control of any matter subject to indemnification by you, including, but not limited to, selection of outside counsel.
Company (or, at its discretion, the applicable Company Entity) will have the right, in its sole discretion, to control any action or proceeding and to determine whether Company wishes to settle, and if so, on what terms
Company (or, at its discretion, the applicable Company Entity) will have the right, in its sole discretion, to control any action or proceeding and to determine whether Company wishes to settle, and if so, on what terms...
Ramp
· Ramp Terms of Service
Company must promptly notify Ramp of each claim for which Company is seeking indemnification under Section 9(b) above.
Brex
· Brex Terms of Service
Company will be responsible for all costs of collections and damages if amounts owed are not paid in full by Company.
The Company will have the sole and exclusive authority to defend and/or settle any such Claim (provided that The Company may not settle any Claim without your prior written consent, which will not be unreasonably withheld...)
Heap
· Heap Terms of Service
Customer's failure to use any enhancements, modifications, or updates to the CS Service that have been provided by Contentsquare
Heap
· Heap Terms of Service
Customer's modification of the CS Service not described in the Documentation or otherwise expressly authorized by Contentsquare in writing
Heap
· Heap Terms of Service
Contentsquare will not be responsible for: (i) any Claim arising out of or in connection with Customer's or its User's combination of CS Service with goods or services provided by third parties, including any Third-Party Services
Customer shall not settle any Action on any terms or in any manner that adversely affects the rights of a Replicate Indemnitee without such Party's prior written consent
Customer shall not settle any Action on any terms or in any manner that adversely affects the rights of a Replicate Indemnitee without such Party's prior written consent, which shall not be unreasonably withheld or delayed.
Customer shall promptly assume control of the defense of applicable Actions, and shall employ counsel of its choice to handle and defend the same, at Customer's sole cost and expense.
Customer shall promptly assume control of the defense of applicable Actions, and shall employ counsel of its choice to handle and defend the same, at Customer's sole cost and expense.
Customer shall have no liability under (a) to the extent a Claim Against Us arises from Synthesia Content or under (b) to the extent a Claim Against Us arises from our breach of the Contract.
The clause allocates to the customer the financial and legal responsibility for third-party claims connected to the customer's use of the service. This establishes the customer as the responsible party for claims involving the customer's data inputs or policy violations, rather than Anthropic bearing those defense and liability costs.
AWS
· AWS Customer Agreement
(c) a dispute between you and any End User.
Fly.io
· Fly.io Terms of Service
Customer will defend... any suit... based on a claim arising out of or relating to... (b) any use of the Fly.io Services in combination with other products, equipment, software or data not supplied by Fly.io
Fly.io
· Fly.io Terms of Service
Customer will defend... any suit... based on a claim arising out of or relating to... (c) any modification of the Fly.io Services by any person other than Fly.io or its authorized agents
Customer shall indemnify, defend, and hold Klaviyo harmless in connection with any proceedings brought by any taxing authorities in connection with this Agreement.
Cohere
· Cohere SaaS Agreement
Customer will fully cooperate with Cohere in the defense of any claim defended by Customer pursuant to its indemnification obligations...and will not settle any such claim without the prior written consent of Cohere.
provided that Customer promptly notifies Supabase in writing of the claim, cooperates with Supabase, and allows Supabase sole authority to control the defense and settlement of such claim
Customer provides PlanetScale: (i) prompt written notice of the Infringement Claim to support@planetscale.com, (ii) exclusive control over the defense and settlement of the Infringement Claim
Customer must provide us with prompt written notice of any Claim Against Customer and allow us the right to assume the exclusive defense and control...
Loom
· Loom Terms of Service
sufficient notice of the Infringement Claim so as to not prejudice Atlassian's defense of the Infringement Claim