
Indemnity
The Buyer shall indemnify, defend, and hold harmless The Snore Reliever Company,
losses, claims, demands, liabilities, costs and expenses (including attorney and
accounting fees) that the Company may sustain or incur arising from (a) the Buyer’s
improper use of the products, including without limitation to storage, handling,
and transportation of products, (b) use of the products by a third party with the
Buyer’s authorization, (c) use of the products by a third party without the Buyer’s
authorization, where such unauthorized use is due to the Buyer’s negligent act or
omission, or willful misconduct, (d) the Buyer’s failure to comply with any applicable
laws and regulations or to obtain any licenses or approvals necessary to purchase
and use the products, or (e) the Buyer’s breach of any of its obligations set forth in
these terms and conditions, in the instructions for use and care, or in this Agreement.
The Company will provide the Buyer with (i) prompt written notice of such claim of
which the Company is aware; (ii) control over the defense and settlement of such
claim; and (iii) proper and full information and assistance at the Buyer’s expense to
settle and/or defend any such claim. Notwithstanding the foregoing, Buyer shall
not settle any such claim, suit or proceeding without the written consent from the
Company, which shall not be unreasonably withheld.