Personal Injury, Compensation, Online Harassment, and Spam Indemnities
Each party (“Indemnitor”) shall defend and indemnify the other party (“Indemnified Party”) and Indemnified Party’s Indemnified Associates against any third party claim, suit, or proceeding arising out of or related to the injury to or death of any individual or loss of or damage to real property or tangible personal property caused by the act or omission of Indemnitor or of any of its employees, subcontractors, or other agents (an “Indemnified Claim”). Indemnified Claims include, without limitation, government enforcement actions.
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Provider shall defend and indemnify Customer and Customer’s Indemnified Associates against any “Indemnified Claim,” meaning any third party claim, suit, or proceeding arising out of or alleging: (i) rights of Provider’s employees, putative employees, or contractors (collectively, “Staff”) or of Providers’ subcontractors’ Staff to health insurance, worker’s compensation, social security contributions, other employee benefits, salary, service fees, or other compensation allegedly earned in connection with or due to providing services to Customer; (ii) obligations to pay employment-related taxes or insurance or violations of duties or laws related Provider’s Staff’s or Provider’s subcontractors’ Staff’s alleged status as employees; or (iii) rights of Provider’s subcontractors to compensation related to the provision of services to Customer.
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Customer shall defend and indemnify Provider and Provider’s Indemnified Associates against any “Indemnified Claim,” meaning any third party claim, suit, or proceeding arising out of, related to, or alleging use of Customer’s account for: (i) harassment, defamation, fraud, or violation of privacy rights; or (ii) violation of the CAN-SPAM Act of 2003 or of any other law, regulation, or other legal rule restricting advertising. Indemnified Claims include, without limitation, government enforcement actions and claims involving acts or omissions of Customer’s contractors, customers, and other users. However, Customer’s obligations above in this Subsection __ do not apply to the extent that an Indemnified Claim arises out of: (A) Provider’s breach of this Agreement; (B) revisions to Customer’s text, photos, or other content (“Customer Content”) made by Provider or its agents or employees without Customer’s consent; or (C) Customer’s modification of Customer Content in compliance with Provider’s instructions.