Indemnification Agreement

1. Acceptance and Scope

This Indemnification Agreement (this “Agreement”) is a legally binding agreement between you (“you,” “your,” or “User”) and LEGITLY.COM L.L.C. and its affiliates (“LEGITLY,” “we,” “us,” or “our”). It applies to every User of the Services, including Brand Customers, their authorized personnel, resellers, and End Users who access, scan, enter, generate, or handle an Authentication Code or Holographic Label.

By accessing or using the Services, creating an account, clicking “I agree,” or otherwise indicating acceptance, you agree to be bound by this Agreement. This Agreement supplements, and is incorporated by reference into, our Terms of Service, and works together with our Anti-Counterfeit Agreement and Privacy Policy. Capitalized terms not defined here have the meanings given in the Terms of Service. If you do not agree, you must not access or use the Services.

2. Definitions

“Losses” means any and all claims, demands, actions, suits, proceedings, investigations, liabilities, damages, judgments, awards, settlements, penalties, fines, interest, taxes, and costs and expenses (including reasonable attorneys’ fees, expert fees, court costs, and costs of investigation and enforcement) asserted by, owed to, or arising in favor of a third party.

“LEGITLY Parties” means LEGITLY and its affiliates and each of their respective officers, directors, members, managers, employees, contractors, agents, licensors, suppliers, successors, and assigns.

“Your Products” means any goods, packaging, materials, or items to which you apply, affix, associate, or attach a Holographic Label, Authentication Code, or the Services, and any goods you offer, sell, distribute, or authenticate in connection with the Services.

“Your Content” means any brand names, logos, trademarks, images, text, data, artwork, product information, and other materials you upload, submit, provide, or make available through the Services.

3. Your Indemnification of LEGITLY

To the maximum extent permitted by applicable law, you will indemnify, defend (at LEGITLY’s option), and hold harmless the LEGITLY Parties from and against all Losses arising out of or related to, directly or indirectly:

• your access to or use of, or inability to use, the Services;
• Your Products, including their manufacture, sourcing, quality, safety, labeling, marketing, sale, distribution, authenticity, recall, or any defect in or injury or damage caused by them;
• Your Content, including any claim that it infringes, misappropriates, or violates any patent, copyright, trademark, trade secret, publicity, privacy, or other right of a third party;
• your breach or alleged breach of this Agreement, the Terms of Service, the Anti-Counterfeit Agreement, or any representation, warranty, or obligation you make or owe under any of them;
• your violation of any applicable law, regulation, or order, or the rights of any third party;
• your interaction, dispute, or transaction with any End User, customer, reseller, or other third party;
• your fraud, gross negligence, willful misconduct, or misrepresentation; and
• any unauthorized access to or use of the Services through your account or credentials.

This obligation applies whether or not the relevant Losses are foreseeable and regardless of the theory of liability. Your obligations under this Section are in addition to, and not in place of, any indemnity you owe under the Anti-Counterfeit Agreement or the Terms of Service; where more than one applies, LEGITLY may rely on whichever provides it the greater protection.

4. LEGITLY’s Limited Indemnification of You

Subject to the conditions and exclusions in Sections 5 and 6 and the limitations in Section 10, LEGITLY will indemnify and defend you against Losses payable to a third party to the extent they arise from a direct claim that the LEGITLY authentication technology, as provided by LEGITLY and used by you in accordance with this Agreement and the Terms of Service, infringes that third party’s United States patent, registered copyright, or registered trademark. This is LEGITLY’s sole obligation, and your sole and exclusive remedy, for any claim of intellectual-property infringement relating to the Services.

If the Services become, or in LEGITLY’s reasonable opinion are likely to become, the subject of such a claim, LEGITLY may at its option and expense: (a) procure the right for you to continue using the Services; (b) modify or replace the Services so they become non-infringing while remaining materially equivalent in function; or (c) if neither (a) nor (b) is commercially reasonable, suspend or terminate the affected Services and refund any prepaid, unused fees for those Services covering the period after termination. The foregoing states LEGITLY’s entire liability for infringement.

5. Authorized-Use Condition

LEGITLY’s obligations under Section 4 apply only if all of the following are true: (a) you used the Services strictly in accordance with this Agreement, the Terms of Service, the Anti-Counterfeit Agreement, and any documentation or usage instructions LEGITLY provides (“Authorized Use”); (b) the Losses arose out of such Authorized Use; (c) you promptly notified LEGITLY of the claim as required by Section 7; (d) you gave LEGITLY sole control of the defense and settlement of the claim; and (e) you provided reasonable cooperation and information at LEGITLY’s request. Failure to meet any of these conditions relieves LEGITLY of its obligations under Section 4 to the extent it is prejudiced by that failure.

6. Exclusions from LEGITLY’s Obligations

LEGITLY has no obligation under Section 4 for any Losses to the extent they arise from: (a) Your Products, Your Content, or your trademarks, brand names, artwork, or specifications; (b) any combination, integration, or use of the Services with products, services, software, hardware, data, or materials not supplied by LEGITLY, where the claim would have been avoided but for the combination; (c) any modification of the Services by anyone other than LEGITLY, or any use of a superseded or altered version of the Services where the claim would have been avoided by use of an unaltered, current version; (d) your use of the Services after LEGITLY notified you to cease due to an actual or suspected claim, or after termination; (e) your failure to implement an update, correction, or replacement LEGITLY made available; (f) any use of the Services that is not Authorized Use; or (g) your negligence, willful misconduct, fraud, or violation of law. Any such Losses are instead subject to your indemnity under Section 3.

7. Defense, Control, and Cooperation

A party seeking indemnification (the “Indemnified Party”) will give the other party (the “Indemnifying Party”) prompt written notice of the claim; however, a delay in notice reduces the Indemnifying Party’s obligations only to the extent it is actually prejudiced. The Indemnifying Party will have sole control of the defense and settlement of the claim, using counsel of its choice, and the Indemnified Party will provide reasonable cooperation, information, and assistance at the Indemnifying Party’s expense. The Indemnified Party may participate with its own counsel at its own expense. Where LEGITLY is the Indemnifying Party, it may, at its option, decline to assume the defense and instead reimburse reasonable defense costs it approves in advance.

8. Settlement

The Indemnifying Party may settle any claim, provided that it will not, without the Indemnified Party’s prior written consent (not to be unreasonably withheld), enter into any settlement that imposes a non-monetary obligation or admission of fault on the Indemnified Party or that does not fully release the Indemnified Party. The Indemnified Party will not settle or compromise any claim, or make any admission of liability, without the Indemnifying Party’s prior written consent; any such settlement made without consent voids the Indemnifying Party’s obligations for that claim.

9. Insurance

If you are a Brand Customer or reseller, LEGITLY may require you to maintain, at your expense, commercially reasonable insurance appropriate to Your Products and your use of the Services—which may include commercial general liability and, where applicable, product liability coverage—and, on request, to provide evidence of such coverage. Your insurance is primary with respect to your indemnification obligations under Section 3, and your obligations are not limited by the amount or availability of any insurance.

10. Limitation of Liability

This Section operates together with, and does not increase LEGITLY’s liability beyond, the limitation-of-liability provisions of the Terms of Service and the Anti-Counterfeit Agreement.

11. Relationship to Other Agreements

This Agreement is part of the agreements between you and LEGITLY governing the Services. It does not replace the indemnification provisions of the Terms of Service or the Anti-Counterfeit Agreement; those provisions remain in full force, and this Agreement adds to and clarifies them. If there is a direct and irreconcilable conflict between this Agreement and another agreement regarding indemnification, the provision that affords the LEGITLY Parties the greatest protection will control to the extent of the conflict, unless the other agreement expressly states that it governs. This Agreement will not be construed to limit any right or remedy otherwise available to LEGITLY at law or in equity.

12. Governing Law and Disputes

This Agreement is governed by the laws of the State of California, United States, without regard to conflict-of-laws principles, and the dispute-resolution, arbitration, class-action-waiver, jurisdiction, and venue provisions of the Terms of Service apply to any dispute arising under it—provided that LEGITLY may seek injunctive or equitable relief, and may pursue claims of counterfeiting or intellectual-property infringement, in any court of competent jurisdiction.

13. Survival

The indemnification, defense, limitation-of-liability, insurance, and other obligations in this Agreement survive the expiration or termination of this Agreement, the Terms of Service, and your relationship with LEGITLY, and continue to apply with respect to any act, omission, or claim arising before or after such expiration or termination.

14. Miscellaneous

If any provision of this Agreement is held unenforceable, it will be modified to the minimum extent necessary and the remaining provisions will remain in full force and effect. LEGITLY’s failure to enforce any right is not a waiver of that right. You may not assign or transfer this Agreement without LEGITLY’s prior written consent; LEGITLY may assign it freely, including in connection with a merger, acquisition, or sale of assets. This Agreement binds and benefits the parties and their permitted successors and assigns. Neither party is liable for delays or failures caused by events beyond its reasonable control. Notices may be provided by email or through the Services. Headings are for convenience only and do not affect interpretation.

15. Changes to This Agreement

We may update this Agreement from time to time. We will post the updated version with a new effective date and, where required, provide additional notice. Your continued use of the Services after changes take effect constitutes acceptance of the updated Agreement.