Clause 11: Indemnification
11.1 Scope of Indemnification
By engaging Isdomain Naming, Branding & Legal Basics Consulting ("Company", "we", "our", or "us") for any services, including but not limited to brand naming, identity development, domain acquisition, and legal consultation, you ("Client", "you", or "your") agree to indemnify, defend, and hold harmless Isdomain, its affiliates, officers, directors, employees, contractors, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees and litigation costs) arising from or related to:
- Your use or misuse of the services, deliverables, or materials provided by Isdomain;
- Any third-party claims alleging that your chosen brand name, trademark, domain name, or branding materials infringe, misappropriate, or violate intellectual property rights, publicity rights, or other legal rights of any third party;
- Your failure to provide accurate, complete, and timely information during the consultation, branding, or legal onboarding process;
- Your violation of applicable laws, regulations, or third-party agreements in connection with your business operations or brand deployment;
- Any claims arising from your modification, alteration, or unauthorized use of Isdomain's deliverables beyond the scope of the agreed license or usage rights.
11.2 Notice & Control of Defense
In the event of any third-party claim or lawsuit covered under this indemnification clause, you must:
- Promptly notify Isdomain in writing upon becoming aware of any such claim or potential claim;
- Grant Isdomain the sole right to control the defense and settlement of any such claim, subject to your approval if a settlement requires you to assume obligations or restricts your use of deliverables;
- Provide full cooperation at your expense, including access to relevant documents, records, and personnel reasonably necessary for Isdomain's defense.
⚠️ Failure to provide prompt notice may prejudice Isdomain's right to defend the claim and could limit or void your indemnification obligations under this clause.
11.3 Exclusions & Limitations
This indemnification obligation shall not apply to claims arising from:
- Isdomain's sole negligence, willful misconduct, or gross negligence;
- Isdomain's breach of this Agreement or applicable law;
- Claims arising from Isdomain's use of pre-existing materials, templates, or frameworks that are properly licensed or open-source, provided Isdomain has disclosed such usage in writing;
- Any claim where Isdomain has assumed independent legal or strategic responsibility without your prior written consent.
11.4 Integration & Governing Law
This Clause 11 is an integral part of the Isdomain Consulting Agreement and Terms of Service. It shall be governed by and construed in accordance with the laws specified in the governing law section of the primary agreement. If any provision of this clause is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Your agreement to this indemnification is a material condition of engaging Isdomain's services.