Indemnification

You agree to indemnify and hold Kairos, its subsidiaries, affiliates, directors, officers, and employees harmless from and against any and all claims, losses, damages, costs and expenses (including reasonable attorneys' fees and disbursements) arising out of any breach or claimed breach of any of your representations or warranties or any of your obligations under the TOS. You will only be liable for any incidental, consequential, or special damages in the case of third party claims. If a claim arises due to your breach of your representations in this agreement, you agree to cover Kairos for its loss. If a claim arises due to Kairos's breach of its representations in this agreement, Kairos agrees to cover you for your loss.

The party seeking indemnification agrees to notify the other party as soon as possible.

Kairos shall indemnify and hold you harmless from and against any and all claims, losses, damages, costs and expenses (including reasonable attorneys' fees and disbursements) arising out of any breach or claimed breach of any of Kairos's representations or warranties or any of Kairos's obligations pursuant to the TOS. Kairos will only be liable for incidental, consequential, or special damages in the case of third party claims. If Kairos is the indemnifying party, it shall defend such claims, control litigation, and settle claims in its sole discretion. If a settlement creates a financial obligation for you, it shall require your written consent, which you will not unreasonably withhold or delay. If you are the indemnifying party, Kairos shall have the right but not the obligation to assume control of any litigation.

When indemnification is sought due to a legal claim by a third party, the indemnified party shall:

promptly notify the indemnifying party of the claim. If the indemnified party does not notify the indemnifying party, the indemnifying party must still meet its indemnification obligations under the TOS, unless the failure to notify causes material prejudice to the indemnifying party; and give the indemnifying party the opportunity to defend the claim with counsel reasonably acceptable to the indemnified party. Counsel that is acceptable to indemnifying party's errors and omissions insurance carrier shall be deemed to be acceptable to indemnified party. The indemnified party agrees to cooperate with the indemnifying party in the defense of any claim, at the indemnified party's expense. If for any reason the indemnifying party does not elect to or fails to defend a claim, the indemnified party may do so at the indemnifying party's sole expense