TrustLayer, Inc. 1/1/2023 - Laserfiche WebLink

9 or willful misconduct of Indemnifying Party, (ii) any infringement upon any United States patent, copyright, United States trademark, or other proprietary right of a third party, or (iii) a breach of this Agreement by the Indemnifying Party. 6.1.2. Not Used. 6.1.3. The Indemnifying Party shall undertake full responsibility for the defense of any claim brought by any person or entity for which indemnity is sought which, if true, would constitute a breach of Indemnifying Party's representations, warranties or covenants under this Agreement. Indemnifying Party shall have no obligation to indemnify or defend Indemnified Party from or against any Liabilities resulting solely from Indemnified Party's grossly negligent acts or willful misconduct in connection with this Agreement. This Section shall survive termination of this Agreement. 6.2. Indemnification Procedures. The Indemnifying Party may contest or settle any such claim on such terms as the Indemnifying Party may choose, provided that the Indemnifying Party will not have the right, without the Indemnified Party's written consent, to settle any such claim if such settlement (i) arises from or is part of any criminal action, suit, or proceeding, (ii) contains a stipulation to, confession of judgment with respect to, or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnified Party, (iii) relates to any tax matters, or (iv) provides for injunctive relief, or other relief or finding other than money damages, which is binding on the Indemnified Party. 6.2.1. Such defense will be conducted at the Indemnifying Party's sole cost and expense by attorneys retained by the Indemnifying Party and reasonably acceptable to the Indemnified Party, but the Indemnified Party will have the right to participate in such proceedings and to be separately represented by attorneys of its own choosing. The Indemnified Party will be solely responsible for the costs of its separate representation, unless the parties agree that the interests of the Indemnified Party and the Indemnifying Party in the action conflict in such a manner and to such an extent as to require, consistent with applicable standards of professional responsibility, the retention of separate counsel for the Indemnified Party, in which case the Indemnifying Party shall pay for one separate counsel chosen by the Indemnified Party. 6.2.2. The Indemnifying Party and the Indemnified Party shall cooperate in determining the validity of any claim brought by a third party for any cost, expense, damage, or loss for which a claim of indemnification may be made under this Agreement. Each party shall also use all reasonable efforts to mitigate its damages, losses, costs and expenses. 6.3. Client Accounts. Company is not a party to any agreement between Client and Client’s Users (such accounts, Client Accounts) and, except as otherwise provided under this Agreement, Company has no responsibility for Liabilities suffered or incurred by Client or Client’s Users as a result of the actions or omissions of Client Accounts. For sake of clarity, Company shall remain responsible for any and all Liabilities resulting from, in whole or in part, Company’s gross negligence or willful misconduct in connection with this Agreement, including Company’s obligations under Section 1.4 (Security) above and all indemnification obligations under this Section 6 (Limitation of Liability). Subject to the foregoing, Company is not responsible for any Liabilities arising out of or related to the failure of any of Client Accounts to maintain and convey