Proprietary Rights) will constitute a material breach of this Agreement and be grounds for immediate termination of this Agreement in the exclusive discretion of the non-breaching Party.</p> 10. Indemnification <p>Publisher agrees to defend, indemnify, and hold harmless Sharethrough and its affiliates and each of their respective directors, officers, agents, employees, members, subsidiaries, and successors in interest from and against any claim, action, proceeding, liability, loss, damage, cost, or expense, including attorneys’ fees, experts’ fees, and court costs, arising out of or based on (a) Publisher Data, (b) Publisher’s unauthorized use of the Platform, (c) Publisher’s breach of any covenants, representations, or warranties hereunder, including Sections 7.7 (Privacy) and 8.2 (Publisher’s Warranty), (d) Publisher’s violation of applicable law, including any Privacy and Data Protection Requirements, or (e) Publisher’s negligence, willful misconduct, or fraudulent acts or omissions.