The Publisher shall indemnify, defend, and hold harmless Takeads (including its directors, employees, agents, and/or contractors) from and/or against any claims, costs, damages, losses, liabilities, and expenses (including legal fees) relating to any claims, actions, suits, or proceedings by third parties against Takeads arising out of or related in any way to any culpable breach by the Publisher of any warranties of these rules, or the Publisher’s gross negligence or willful misconduct.</p> <strong>12.