10. INDEMNIFICATION
- 10.1 Konnect.io Indemnification. Konnect.io shall defend you against any third-party claims that the Services infringes any patent, trademark, or copyright, and pay any costs and damages finally awarded by a court of competent jurisdiction or agreed upon in settlement with respect to such claims, provided Konnect.io is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and sole control over defense and settlement. Konnect.io will not be responsible for any settlement it does not preapprove in writing. The foregoing obligations do not apply with respect to Client Materials or portions or components of the Services which are: (1) not supplied by Konnect.io, (2) modified after delivery by Konnect.io, or (3) combined with other products, processes or materials where the alleged infringement relates to such combination. Additionally, Konnect.io shall have no obligation to indemnify you under this Section 10.1 where you continue any allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or where your use of the Services are not strictly in accordance with this Agreement or with the Documentation.
- 10.2 Your Indemnification. You agree to defend, indemnify, and hold harmless each of Konnect.io, its affiliates and respective officers, employees, consultants, shareholders and representative from and against any and all claims, liabilities, damages, and/or costs (including attorneys’ and expert witness fees, costs and other expenses) arising out of or related to any actual or alleged claims involving or resulting from: (1) violation of this Agreement or applicable law, rule or regulation by you or any person accessing or using the Services by or through you; (2) infringement or misappropriation by you, or any person accessing or using the Services by or through you, of any intellectual property or privacy or other right of any person or entity (except claims of infringement or misappropriation arising solely from use of the Services as provided under this Agreement); (3) your Authorized Users, or arising out of or relating to your relationship with any of your Authorized Users; (4) Client Materials for any reason; or (5) you or your Authorized Users’ breach of any applicable privacy or data protection law, rule or regulation. Konnect.io reserves the right, at its own expense and its sole discretion, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.