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.
If you are obligated to indemnify any Company Entity hereunder, then you agree that 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 …
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
· Contentsquare Master Service Agreement
Customer's failure to use any enhancements, modifications, or updates to the CS Service that have been provided by Contentsquare
Heap
· Contentsquare Master Service Agreement
Customer's modification of the CS Service not described in the Documentation or otherwise expressly authorized by Contentsquare in writing
Heap
· Contentsquare Master Service Agreement
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
The Credit Karma Parties reserve the right, at their own expense, to assume the exclusive defense and control of any matter subject to indemnification by you
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 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.
AWS
· AWS Customer Agreement
(c) a dispute between you and any End User.
Fly.io
· Fly.io Terms of Service
Customer will defend at its expense any suit brought against Fly.io, and will pay any settlement Customer makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim arising out of …
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
· Atlassian Customer Agreement
sufficient notice of the Infringement Claim so as to not prejudice Atlassian's defense of the Infringement Claim
Customer will promptly notify the Company of such Claim
AWS
· AWS Customer Agreement
You will reimburse us for reasonable attorneys' fees, as well as our employees' and contractors' time and materials spent responding to any third party subpoena or other compulsory legal order or process...
Customer shall not enter into settlement of any Claim without the prior written consent of Amplitude.
Loom
· Atlassian Customer Agreement
Customer may not settle an Infringement Claim without Atlassian's prior written consent.
You will not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
give you sole control of the defense or settlement of such Action; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement...
Databricks reserves the right, however, 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 Databricks' defense of such claim...
DeepL
· DeepL Terms and Conditions
DeepL shall be entitled to request a reasonable advance payment for the anticipated legal defence expenses.