19. Indemnity.

You agree to and shall defend, indemnify and hold harmless Backstage, its affiliates and its and its affiliates’ directors, officers, employees, agents, representatives, members, joint venturers, licensors, suppliers, vendors, distributors, advertisers and other contracting parties (hereinafter “Affiliates”) from and against any and all claims, losses, expenses, including reasonable legal fees or demands of liability, including reasonable attorneys’ fees and costs incurred by Backstage and its affiliates in connection with any claim by a third party (including an intellectual property claim) arising out of (i) materials and content you submit, post or transmit through the Websites, or (ii) use of the Websites by you in violation of these Terms of Use or in violation of any applicable law. Users further agree that they will cooperate as reasonably required in the defense of such claims. Backstage and its Affiliates reserve the right, at their own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Users, and Users shall not, in any event, settle any claim or matter without the written consent of Backstage. Users further agree to hold harmless Backstage and its Affiliates from any claim arising from a third party’s use of information or materials of any kind that Users post to the Websites.



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