19.1 By User. You agree to indemnify and hold HealthTech, its officers, directors, employees, its Affiliates and Suppliers harmless from any and all claims, liabilities, damages, losses, costs and expenses, including but not limited to reasonable attorneys’ fees and costs, arising out of any claims alleging that you infringe any third party intellectual property rights, or any claims relating to your use of the Services, including any data provided via the Services, or your breach of this Agreement (collectively referred to as “Claims”), provided that HealthTech promptly notifies You of the Claim from any third party.
If you are a registered entity and permit your affiliates, subsidiaries, employees, and/or any third party located outside of the territorial boundaries of the United States to access and/or use the Service and/or your content, you shall be solely responsible for (i) their acts and/or omissions in connection with their access and/or use of the Service and (ii) ensuring that their access and/or use of the Service is in compliance with the Agreement, and any and all applicable local laws, rules and regulations. You agree to fully indemnify HealthTech and its affiliates, subsidiaries, licensors, and online service providers (collectively, “Representatives”) for any liability, fines, penalties, costs, claims and/or damages incurred by HealthTech and/or the Representatives in connection with any claim related to the access or use of the Service, including any data provided via the Service, or content by you, your affiliates, subsidiaries, employees or any third-party authorized by you.
19.2 By HealthTech. HealthTech will indemnify, hold harmless, and defend You from and against any action brought against You by a third party to the extent that it is based upon a Claim that the HealthTech website or the Services, as provided by HealthTech to You under this Agreement and used within the scope of this Agreement, infringes any U.S. patent, copyright, trademark or trade secret, or any intellectual property rights recognized under U.S. law, and will pay any costs, damages and reasonable attorneys’ fees attributable to such Claim that are awarded either by final judgment or settlement against You, provided that You: (i) promptly notify HealthTech in writing of the Claim; (ii) grant HealthTech sole control of the defense and settlement of the Claim; and (iii) provide HealthTech, at HealthTech’s expense, with all assistance, information and authority reasonably required for the defense and settlement of the Claim. HealthTech will have no liability for any infringement or misappropriation Claim of any kind to the extent that it results from: (a) modifications to HealthTech or the Service made by a party other than HealthTech or its agents, if a Claim would not have occurred but for such modifications; (b) the combination, operation or use of the HealthTech or the Service with equipment, devices, software or data not supplied by HealthTech, if a claim would not have occurred but for such combination, operation or use; or (c) Your failure to use an updated or modified version of the Service if provided by HealthTech to avoid a Claim. The provisions of this section set forth HealthTech’s sole and exclusive obligations, and your sole and exclusive remedies, with respect to infringement or misappropriation of intellectual property rights of any kind in connection with the Service.