The Client agrees to indemnify and hold INLOVE PR AGENCY and its affiliates harmless from any claim, demand, or cause of action by whomever brought, whether or not it is brought in front of a state or federal court of law or equity or an administrative tribunal of any federal, state, or local body, that arises out of or is in any way related to the Agreement. Furthermore, the Client assumes risk and indemnifies INLOVE PR AGENCY where a risk has been brought to the Client's attention and the Client instructs INLOVE PR AGENCY to proceed, or when the Client tells INLOVE PR AGENCY to take certain actions, or where the Client provides INLOVE PR AGENCY with materials that cause harm/the claim.
Because of the Client's intimate familiarity with its company and industry and the fact that INLOVE PR AGENCY serves as the Client's agent, INLOVE PR AGENCY cannot undertake to verify every fact supplied by the Client. The Client is responsible for the accuracy, completeness, and propriety of the information that it provides to INLOVE PR AGENCY concerning the Client's products, services, organization, and industry, and the Client represents and warrants that all information and materials that it provides to INLOVE PR AGENCY are rightfully owned by the Client and does not violate the intellectual property or other rights of any third party. The Client agrees to indemnify, defend, and hold harmless INLOVE PR AGENCY and its employees, freelancers, contractors, licensees, and agents from and against all liabilities, losses, damages, and expenses, including attorneys’ fees and costs, which INLOVE PR AGENCY may incur as the result of any third-party claim, suit, or proceeding brought or threatened arising out of or in connection with any of the following:
a. Any publicity or other Materials (as defined in Section IX below) prepared or placed by INLOVE PR AGENCY for the Client, or assertions INLOVE PR AGENCY made on the Client's behalf, or other services performed by INLOVE PR AGENCY for the Client, which were approved by the Client or which were based on materials and/or information supplied or approved by the Client.
b. Any alleged or actual defects in the Client's products or services (including, without limitation, any personal injury or product liability claim for bodily injury or death arising from use of the Client's products or services).
c. Allegations that the Client's activities, or the information or materials provided to INLOVE PR AGENCY by the Client in connection with this Agreement, violate or infringe upon the copyright, trademark, patent, or other rights of any third party, or that the Client's activities induce, promote, or encourage the violation of or infringement upon the rights of any third party.
d. Any information, publicity, or other materials provided by INLOVE PR AGENCY to the Client and used as intended by the Client.
e. Risks or restrictions which INLOVE PR AGENCY has brought to the Client's attention where the Client has elected to proceed, violate, or exceed such restrictions.
f. The Client's breach of any of the representations, warranties, covenants, or other obligations under this Agreement.
g. The Client's gross negligence or willful misconduct; and
h. The Client's failure to make or comply with usage limitations under applicable union codes (including, without limitation, SAG-AFTRA), or contracts relating to the production or use of commercials when such limitations have been communicated to the Client by INLOVE PR AGENCY in writing.
INLOVE PR AGENCY will notify the Client in writing of such an indemnifiable claim as soon as practicable after receiving actual notice of such claim, and INLOVE PR AGENCY shall provide reasonable cooperation in the defense or settlement of such claim. The Client agrees to obtain INLOVE PR AGENCY s written consent prior to entering into any compromise, settlement, or other disposition of the claim.
Likewise, INLOVE PR AGENCY represents and warrant that, to its reasonable knowledge, the Materials prepared by INLOVE PR AGENCY for the Client will be original and will not violate any copyright rights of third parties. INLOVE PR AGENCY
agrees to indemnify, defend, and hold the Client harmless against all liabilities, losses, damages, or expenses, including reasonable attorneys’ fees and costs, which the Client may incur as the result of any claim, suit, or proceeding brought or threatened against the Client based upon or arising out of the Client's use, without alteration, of any Materials furnished by INLOVE PR AGENCY to the Client, in connection with allegations of libel, slander, defamation, copyright infringement, invasion of privacy and/or plagiarism, except to the extent that such claims arise from information or materials supplied by or through the Client.
In the event INLOVE PR AGENCY is called upon to respond to or assist the Client in connection with litigation commenced or threatened against the Client by third parties (for example, in complying with a document subpoena or discovery demand), and whether or not INLOVE PR AGENCY and the Client are working together at the time, INLOVE PR AGENCY will be entitled to staff time charges and reimbursement of out-of-pocket expenses, including reasonable attorneys’ fees, for services rendered to the Client and time spent by INLOVE PR AGENCY in connection with such matters.