11. Indemnification
As a condition to engaging our services, accessing our platform, or using our products, you agree to indemnify, defend, and hold harmless That Is A Q, its parent company, subsidiaries, affiliates, officers, directors, employees, agents, licensors, suppliers, and any third-party information providers from and against all claims, damages, obligations, losses, liabilities, costs, and expenses (including but not limited to reasonable attorneys' fees) arising from or related to:
- Your use of our services, platform, or products;
- Your violation of this agreement, any applicable law, or regulation; or
- Your infringement or misappropriation of any intellectual property right, privacy right, or other third-party right.
Process & Procedure
If a third-party claim arises that may give rise to indemnification obligations under this agreement, the following procedures shall apply:
- Timely Notice: You must provide prompt written notice to That Is A Q upon becoming aware of any such claim. Failure to provide timely notice may relieve That Is A Q of liability to the extent prejudice is caused by the delay.
- Control of Defense: That Is A Q reserves the exclusive right to assume the defense of any claim by counsel of its choosing. You may participate in the defense at your own expense, provided you do not interfere with That Is A Q's exclusive control.
- Cooperation: You agree to reasonably cooperate with That Is A Q in the defense or settlement of the claim, including providing documentation, witnesses, and factual information upon request.
- Settlement: That Is A Q may negotiate and settle any claim in its sole discretion. That Is A Q will not settle any claim in a manner that imposes liability or non-monetary obligations on you without your prior written consent.
Limitations & Carve-Outs
This indemnification obligation does not apply to claims arising from That Is A Q's gross negligence, willful misconduct, or material breach of its own obligations under this agreement. Additionally, no waiver of any provision of this agreement shall constitute a release or limitation of liability unless expressly stated in a writing signed by an authorized officer of That Is A Q.
This section shall survive the termination or expiration of any agreement between you and That Is A Q.