7. Indemnification

Section 7: Indemnification

7.1 User Indemnification Obligations

You agree to indemnify, defend, and hold harmless LexiGuard Legal Policy Solutions, its affiliates, officers, directors, employees, agents, successors, and assigns (collectively, "LexiGuard Parties") from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including but not limited to attorney's fees, court costs, and settlement amounts) arising out of or in any way connected with:

• Your breach or violation of this Agreement, including any representations or warranties contained herein;
• Your misuse of the Services, including unauthorized use, exploitation of vulnerabilities, or use in violation of applicable laws and regulations;
• Your use of any policies, templates, or content generated through the Services in a manner that infringes upon the intellectual property, privacy, or other rights of any third party;
• Any content, data, or information you submit, upload, or transmit through the Services that is false, misleading, defamatory, or otherwise unlawful;
• Your violation of any applicable local, state, national, or international law, regulation, or ordinance.

7.2 Notification and Cooperation

In the event of any claim, action, suit, or proceeding against any LexiGuard Party for which you have indemnification obligations under Section 7.1, you shall:

• Provide prompt written notice to LexiGuard upon becoming aware of such claim or proceeding;
• Grant LexiGuard the right to control the defense and settlement of such claim, provided that LexiGuard shall not settle any claim that admits any liability or obligation on the part of LexiGuard without your prior written consent, which shall not be unreasonably withheld;
• Reasonably cooperate with LexiGuard in the defense or settlement of such claim, including the provision of relevant documents, information, and access to personnel, subject to applicable confidentiality obligations.

7.3 LexiGuard Indemnification

LexiGuard agrees to indemnify, defend, and hold harmless you from and against any and all third-party claims arising solely out of an allegation that the Services, when used in accordance with this Agreement, infringe upon a third party's intellectual property rights. This indemnification does not apply to claims arising from:

• Combinations of the Services with products, services, or content not provided by LexiGuard;
• Modifications to the Services not authorized or caused by LexiGuard;
• Use of the Services in violation of this Agreement or applicable laws.

7.4 Limitation of Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL LEXIGUARD OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES; (C) ANY CONTENT OBTAINED FROM THE SERVICES; AND (D) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER OR NOT LEXIGUARD HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

7.5 Exclusion of Consequential Damages

UNDER NO CIRCUMSTANCES WILL LEXIGUARD OR ANY AFFILIATE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES), EVEN IF LEXIGUARD OR ANY AFFILIATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.6 Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. LEXIGUARD DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.

7.7 Survival

The obligations set forth in this Section 7 shall survive the termination or expiration of this Agreement for any reason, to the fullest extent permitted by applicable law.

7.8 Reservation of Rights

LexiGuard reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will provide reasonable cooperation. LexiGuard shall not settle any such matter that imposes any obligation, other than payment of indemnification, or any admission of liability or fault, upon LexiGuard without your prior written consent.