The arbitrator will allocate all costs and expenses of the arbitration (including legal and accounting fees and expenses of the respective parties) to the parties in the proportions that reflect their relative success on the merits (including the successful assertion of any defenses).</p> <p>You agree to pursue any arbitration in an individual capacity and not as class representative or class member in any purported class action proceeding.</p> <p>BY AGREEING TO ARBITRATE DISPUTES, THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT THEY ARE IRREVOCABLY WAIVING ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIVITIES CONTEMPLATED HEREBY.</p> <p> <strong>10. INDEMNITY</strong> </p> <p> <strong>You agree to indemnify and hold Morning Brew, our subsidiaries and affiliates, and our respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of this Agreement and/or any of your representations and warranties set forth herein.</strong> </p> <p> <strong>11. SEVERABILITY</strong> </p> <p>