Indemnification Policy

1. Purpose & Scope

This Indemnification Policy outlines the terms under which customers, distributors, partners, agents, and authorized users of Cup Source (collectively, \"Indemnifying Parties\") agree to indemnify, defend, and hold harmless Cup Source, its affiliates, officers, directors, employees, and representatives (\"Indemnified Parties\") from any claims, damages, liabilities, costs, and expenses arising from or related to the use, distribution, or customization of Cup Source’s products and services.

2. Definitions

• \"Claim\" includes any legal action, demand, investigation, arbitration, or administrative proceeding arising under this policy.
• \"Products\" refers to all disposable and reusable drinkware, bowls, packaging, accessories, and related materials supplied by Cup Source.
• \"Custom Specifications\" means any design, artwork, labeling, branding, material selection, or product modification requested by the Indemnifying Party and approved by Cup Source prior to manufacturing.

3. Indemnification Obligations

Each Indemnifying Party agrees to:

1. Indemnify and hold harmless the Indemnified Parties from any third-party claims resulting from:
   • Breach of this policy or any executed purchase agreement;
   • Violation of applicable federal, state, or local laws, regulations, or intellectual property rights;
   • Mishandling, improper storage, incorrect usage, or post-delivery modification of Products;
   • Claims arising directly from Custom Specifications provided by the Indemnifying Party.
2. Provide prompt written notice to Cup Source upon becoming aware of any Claim; and
3. Allow Cup Source to participate in the investigation and defense of such Claim at no additional cost to Cup Source.

4. Claims Process

In the event of a Claim, the Indemnifying Party must:

1. Notify Cup Source in writing within five (5) business days of becoming aware of the Claim;
2. Cooperate fully and in good faith with Cup Source in investigating and defending the Claim;
3. Not settle, dismiss, or compromise any Claim without Cup Source’s prior written consent, which shall not be unreasonably withheld, conditioned, or delayed;
4. Reimburse Cup Source for all reasonable legal fees, settlements, judgments, and related expenses within thirty (30) days of receiving a valid invoice.

5. Limitations & Exclusions

This policy does not require indemnification for:

• Claims resulting solely from Cup Source’s gross negligence, willful misconduct, or material breach of warranty;
• Defects in materials or workmanship that fall under Cup Source’s standard Product Warranty and Quality Assurance program;
• Consequential, incidental, special, or punitive damages, unless expressly permitted by non-waivable applicable law;
• Claims arising from force majeure events, supply chain disruptions, or regulatory changes beyond the reasonable control of either party.

6. Insurance & Compliance

Indemnifying Parties are strongly encouraged to maintain adequate commercial general liability and product liability insurance coverage commensurate with their business operations. While Cup Source does not require proof of insurance as a condition of this policy, failure to maintain appropriate coverage may limit the practical enforceability of indemnification obligations under applicable jurisdictional law.

7. Governing Law & Jurisdiction

This Indemnification Policy shall be governed by and construed in accordance with the laws of the State of Oregon, without regard to its conflict of law principles. Any disputes, claims, or proceedings arising under or related to this policy shall be exclusively resolved in the state or federal courts located in Multnomah County, Oregon. Both parties hereby consent to personal jurisdiction and venue therein and waive any objection to such jurisdiction or venue.

8. Amendments & Severability

Cup Source reserves the right to modify, update, or replace this Indemnification Policy at any time. Material changes will be communicated via registered email or posted on this page with a revised \"Last Updated\" date. Continued procurement or use of Cup Source products or services after the effective date of any update constitutes acceptance of the revised terms. If any provision of this policy is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.