10. INDEMNIFICATION / LIABILITY

10.1 By Client. Client agrees to indemnify, save and hold harmless MagentaDot Brands from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations or warranties under this Agreement. Under such circumstances MagentaDot Brands shall promptly notify Client in writing of any claim or suit; (a) Client has sole control of the defense and all related settlement negotiations; and (b) MagentaDot Brands provides Client with commercially reasonable assistance, information and authority necessary to perform Client’s obligations under this section. Client will reimburse the reasonable out-of-pocket expenses incurred by MagentaDot Brands in providing such assistance.

10.2 By MagentaDot Brands. Subject to the terms, conditions, express representations and warranties provided in this Agreement, MagentaDot Brands agrees to indemnify, save and hold harmless Client from any and all damages, liabilities, costs, losses or expenses arising out of any finding of fact which is inconsistent with MagentaDot Brands’ representations and warranties made herein, except in the event any such claims, damages, liabilities, costs, losses or expenses arise directly as a result of gross negligence or misconduct of Client provided that (a) Client promptly notifies MagentaDot Brands in writing of the claim; (b) MagentaDot Brands shall have sole control of the defense and all related settlement negotiations; and (c) Client shall provide MagentaDot Brands with the assistance, information and authority necessary to perform MagentaDot Brands’ obligations under this section. Notwithstanding the foregoing, MagentaDot Brands shall have no obligation to defend or otherwise indemnify Client for any claim or adverse finding of fact arising out of or due to Client Content, any unauthorized content, improper or illegal use, or the failure to update or maintain any Deliverables provided by MagentaDot Brands .

10.3 Settlement Approval. The indemnifying party may not enter into any settlement agreement without the indemnified party’s written consent.

10.4 Limitation of Liability. The services and the work product of MagentaDot Brands are sold “as is.” In all circumstances, the maximum liability of MagentaDot Brands, its directors, officers, employees, design agents and affiliates (“MagentaDot Brands parties”), to Client for damages for any and all causes whatsoever, and Client’s maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the net profit of MagentaDot Brands. In no event shall MagentaDot Brands be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by MagentaDot Brands , even if MagentaDot Brands has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.

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