18. Indemnification
You agree to indemnify, defend, and hold harmless GEOReport, its affiliates, officers, directors, employees, contractors, and agents (collectively, the “Indemnified Parties”) from and against any and all claims, demands, actions, suits, proceedings, damages, losses, liabilities, judgments, costs, and expenses (including reasonable attorneys’ fees and legal costs) arising out of or relating to:
a) Misuse of Services
Your use of the Services in violation of these Terms, applicable law, or in a manner that causes harm to GEOReport, its infrastructure, or other Users.
b) User Content
Your Content, including but not limited to claims that the Content:
l infringes, misappropriates, or otherwise violates third-party intellectual property, privacy, or proprietary rights;
l contains unlawful, defamatory, fraudulent, or harmful material;
l involves unauthorized use or processing of personal data.
c) Violation of Law or Rights
Your violation of any applicable laws, regulations, or governmental requirements, or breach of any third-party rights (including data subjects, consumers, or regulators).
18.2 GEOReport Indemnification
Subject to the limitations in Section 17, GEOReport will indemnify and defend you against claims alleging that the Services, when used in accordance with these Terms and Documentation, infringe valid third-party intellectual property rights, provided that:
a) You promptly notify GEOReport of the claim;
b) GEOReport has sole control of the defense and settlement;
c) You cooperate reasonably in the defense.
This indemnity does not apply to claims arising from:
l Modifications not made by GEOReport;
l Combination of the Services with products or data not provided by GEOReport;
l Use of the Services not in accordance with these Terms.
18.3 Procedures
a) The Indemnified Party must give the indemnifying party prompt written notice of any claim (delay does not relieve indemnification obligations except to the extent of prejudice).
b) The indemnifying party shall have sole control over the defense and settlement of the claim, provided that no settlement admits liability or imposes obligations on the Indemnified Party without its consent.
c) The Indemnified Party shall provide reasonable cooperation at the indemnifying party’s expense.
18.4 Exclusive Remedy
The indemnities in this Section constitute each party’s exclusive remedy and entire liability with respect to the subject matter of third-party claims described herein.
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