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, and in no event may …
Lyft
· Lyft Terms of Service
You will not, without Lyft's prior written consent, agree to any settlement on behalf of any Indemnified Party which includes either the obligation to pay any monetary amounts, or any admissions of liability...
Suno
· Suno Terms of Service
You may not settle or compromise any claim against the Suno Parties without Suno's written consent.
Yelp
· Yelp Terms of Service
You agree not to settle any such matter without the prior written consent of Yelp.
NVIDIA will have no obligation...to indemnify...with respect to any Indemnifiable Claim relating to...any use of the Enterprise Products in violation of applicable laws or regulations, or expressly prohibited by the Agreement or the Enterprise Product's documentation...
NVIDIA will have no obligation...to indemnify...with respect to any Indemnifiable Claim relating to...NVIDIA's compliance with specifications or instructions of any Customer Indemnitee...
NVIDIA will have no obligation...to indemnify...with respect to any Indemnifiable Claim relating to...a Customer Indemnitee's failure to use software, materials or instructions provided by NVIDIA which would have rendered the Enterprise Products non-infringing.
Should the Enterprise Products become (or in NVIDIA's opinion be likely to become) the subject of any Indemnifiable Claim, NVIDIA will have the option, at its sole discretion and expense: (i) to procure for Customer Indemnitees the right to continue …
OpenAI
· OpenAI Business Terms
This excludes claims to the extent arising from: (a) combination of any Services with products, services, or software not provided by OpenAI or on OpenAI's behalf
OpenAI
· OpenAI Business Terms
(c) Customer Content; (d) Customer Applications (if any and the claim would not have arisen but for the Customer Application).
OpenAI
· OpenAI Business Terms
(b) modification of any Services by any party other than OpenAI
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 that case, you agree to cooperate with our defense of that claim.
OpenSea reserves the right to assume exclusive control of the defense and settlement of any claims.
We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us...
Paramount retains the right to assume the exclusive defense and control of any claim subject to indemnification, and in such cases you agree to cooperate with us to defend such claim.
Wyze
· Wyze Terms of Service
Any parent or legal guardian of a user under the age of 18... hereby agrees to be fully responsible for the acts or omissions of such user in relation to the use of our Products or Services.
We reserve the right to exclusive control over the defense of a claim covered by this clause. If we use this right, then you will help us in our defense.
Perplexity's obligations in Section 8.2 shall not apply to Customer.
Pika
· Pika Terms of Service
In the event of any third-party claim that any of the Mobile Apps or your use of them infringe a third party's intellectual property rights, Pika, not Apple, is solely responsible for investigating, defending, settling, and discharging any such claim.
Pinterest reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification, in which event you will fully cooperate with Pinterest.
PlanetScale will have no liability if the alleged infringement is based on: (i) combination of the Product with other products, data or business process not developed and/or provided by PlanetScale
PlanetScale will, at its sole option and expense, (i) procure for Customer the right to make continued use of the Product, (ii) replace or modify such...or (iii) terminate this Agreement and refund any prepaid but unused Fees
The indemnifying party is notified promptly in writing by the indemnified party of any Indemnifiable Claim and the indemnified party will reasonably cooperate with the indemnifying party in the defense of the Indemnifiable Claim, at the indemnifying party's expense.
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 that case, you agree to cooperate with our defense of those claims.
Ramp
· Ramp Terms of Service
Ramp will have sole control and authority to defend the claim, provided (i) Company may participate in the defense and settlement of the claim with counsel of its own choosing at its own expense.
Ramp
· Ramp Terms of Service
Such indemnification obligations shall not apply to any damages to the extent they arise from or relate to (i) combination of the Subscription Services with information, services, materials, or products not supplied by Ramp; (ii) any modification of the Subscription …
Ramp
· Ramp Terms of Service
THESE SECTIONS 9(B) AND 9(C) STATE RAMP'S SOLE AND EXCLUSIVE OBLIGATIONS, AND COMPANY'S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO CLAIMS OF INFRINGEMENT OR MISAPPROPRIATION OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.
Ramp
· Ramp Terms of Service
Ramp may choose to defend any claim subject to indemnification hereunder, using counsel of its choice, and Company will pay or promptly reimburse Ramp for the reasonable fees of such counsel and all related costs and reasonable expenses.
In the event of any dispute between you and any Third Party, any other User or any other entity or individual, you understand and agree that Hims & Hers is under no obligation to become involved in such dispute, and …
If Customer fails or refuses to assume control of the defense of such Action, Replicate Indemnitees shall have the right, but no obligation, to defend against such Action, including settling such Action after giving notice to Customer