15.
16.
and suppliers. Consolidated Communications agrees to use commercially reasonable efforts to
advise Customer, directly or through a third party, of any such terms, conditions or restrictions
that may limit any Customer use of the Service,
Indemnification.
Ca
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15.2
15.4
Each party and its affiliates (“Indemnifying Party”) shall indemnify, defend and hold harmless the
other party, its affiliates, directors, officers, employees, agents, and, in the case of Consolidated
Communications, its network service providers and suppliers (‘Indemnitees”), each from and
against any and all Third-Party Claims (as defined below) that arise out of bodily injury to or death
of any person, or damage to, or destruction or loss of, tangible real and/or personal property of any
person, to the extent such injury, death, damage, destruction or loss, was proximately caused by
the negligence or intentionally wrongful acts or omissions of the Indemnifying Party in connection
with this Agreement. For purposes of this Agreement, “Third-Party Claims” means a claim where
there is (a) a claim, demand, suit or action by any third party who is not a party to this Agreement,
(b) a settlement with, judgment by, or Hability to, any third party who is not a party to this
Agreement, or (c) a fine or penalty imposed by any third party who is not a party to this
Agreement.
Customer (the “Indemnifying Party” under this Section 15.2) shall indemnify, defend and hold
harmless Consolidated Communications, its affiliates, directors, officers, employees, agents,
network service providers and suppliers (the “Indemnitees” under this Section 15.2) from any
Third-Party Claim resulting or arising from (a) Customer’s use of the Service, including, without
limitation, infringement, violation, or misappropriation of any Intellectual Property Rights, right of
privacy, right of publicity, libel, slander, and invasion of privacy; (b) Customer’s breach of this
Agreement; (c) the violation of applicable Laws or our AUP by Customer or its agents,
contractors, or users; (d) any combination of the Service with other products, equipment,
hardware, software or services not provided by Consolidated Communications; (e) any
modification of the Service or any Consolidated Communications Facilities; or (f) any and all
claims (including claims by governmental entities seeking to impose penal sanctions) related to
any content transmitted by Customer or its agents, contractors or users using the Service or any
third party gaining access to the Consolidated Communications Facilities or the Service through
Customer’s or its agent’s, contractor’s or user’s use of the Service.
The defense and indemnification obligations set forth in this Section 15 are contingent upon (1)
the Indemnitee providing the Indemnifying Party prompt, written, and reasonable notice of any
Third-Party Claim subject to indemnification (but in any event within such period of time so as not
to materially prejudice the Indemnifying Party, (2) the Indemnitee granting the Indemnifying Party
the right to control the defense of the same, and (3) the Indemnitee’s full cooperation with the
Indemnifying Party in defense of the Third-Party Claim, including providing information and
assistance in defending such claim. Nothing herein, however, restricts the Indemnitee from
participating, on a non-interfering basis, in the defense of the Third-Party Claim at its own cost
and expense with counsel of its own choosing. The Indemnifying Party may not settle any claims
giving rise to an indemnification obligation hereunder where such settlement imposes a monetary
obligation that is not covered by the indemnification, imposes any material, non-monetary
obligation, or that admits any liability on the part of an Indemnitee which does not include an
unconditional release of all Indemnitees without the prior written consent of the Indemnitees,
which consent shall not be unreasonably withheld.
Each party’s obligations under this Section 15 will survive expiration, cancellation or termination
of this Agreement.
Dispute Resolution.
