Legal

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Exodus Marketing Solutions

This Hold Harmless & Indemnification Agreement (“Agreement”) is entered into as of the Effective Date set forth below by and between Exodus Marketing Solutions (“Company”) and the undersigned Client (“Client”).

Company provides marketing, advertising, branding, digital media, consulting, and related promotional services (“Services”). Client acknowledges that marketing results are influenced by numerous external factors beyond the Company’s control.

Client understands and agrees that:

• The Company does not guarantee specific financial results, sales volume, lead generation, ranking positions, or performance metrics.
   
• Market conditions, algorithms, consumer behavior, and third-party platforms may affect outcomes.
   
• All projections are estimates only.
   

Client agrees to defend, indemnify, and hold harmless Exodus Marketing Solutions, its owners, employees, contractors, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorney’s fees) arising out of or related to:

1. Content, materials, or information provided by Client.
    
2. Claims of copyright, trademark, or intellectual property infringement based on Client-supplied materials.
    
3. Regulatory or compliance violations related to Client’s products or services.
    
4. Misrepresentation of Client’s products, services, or business practices.
    
5. Third-party platform suspensions, account restrictions, or algorithm changes.
    
6. Use or misuse of marketing materials after delivery.
    

To the fullest extent permitted by law:

• Company’s total liability shall not exceed the total fees paid by Client for Services during the three (3) months preceding the claim.
   
• Company shall not be liable for indirect, incidental, consequential, special, or punitive damages, including lost profits or business interruption.
   

Client represents and warrants that:

• All materials provided are lawful and do not infringe upon any third-party rights.
   
• Client is responsible for final approval of all marketing materials prior to publication.
   
• Client is responsible for legal compliance in their industry.
   

This Agreement shall be governed by and construed in accordance with the laws of the State of (Applicable to Client State).

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

This Agreement constitutes the entire understanding between the parties regarding indemnification and supersedes any prior agreements relating to this subject.