All notices required or permitted to be given under this Agreement will be in writing and delivered to the other party by any of the following methods: (i) U.S. Mail, (ii) overnight courier, or (iii) electronic mail. If Company provides notice to you, Company will use the contact information provide by you to us. All notices will be deemed received as follows: (i) if delivery by U.S. mail, seven (7) business days after dispatch, (ii) if by overnight courier, on the date receipt is confirmed by such courier service, or (iii) if by electronic mail, 24 hours after the message was sent, if no “system error” or other notice of non-delivery is generated. If applicable law requires that a given communication be “in writing,” you agree that email communication will satisfy this requirement.


You agree to indemnify, defend, and hold Company, its managers, members, officers, directors, employees, consultants, agents, and representatives harmless from and against any and all actions, claims, demands, proceedings, liabilities, damages, judgments, settlements, fines, penalties, costs, and expenses, including attorney’s fees and related costs, which (1) arise solely or in part from your act(s) or omission(s); or (2) arise from or are related to a breach you have any express warranty contained herein.

If an action is brought against Company in respect to any allegation for which indemnity may be sought, Company will promptly notify you of any such claim of which it becomes aware and will: (1) provide reasonable cooperation to you and Company’s expense in connection with the defense or settlement of any such claim; and (2) be entitled to participate at its own expense in the defense of any such claim.

Company agrees that you will have sole and exclusive control over the defense and settlement of any such third party claim. However, you agree not to acquiesce to any judgment or enter into any settlement that adversely affects Company’s rights or interests without the prior written consent of Company.

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