You shall indemnify, defend, and hold harmless Company and its officers, directors, employees, affiliates, service providers, and agents (collectively, "Company Indemnitees") from any and all claims, suits, actions, proceedings, damages, losses, liabilities, actions, judgments, settlements, fines, penalties, costs and fees (including attorney fees) arising from or related to your (or any of your third-party service providers') access to or use of the Site, Tools, User Content, Analytics Data, and/or Service, including without limitation any actual or alleged: (i) breach of, or activities that would constitute a breach of, these Terms, including your representations and warranties; (ii) infringement, misappropriation or violation of any copyright, patent, trademark, trade secret, or other intellectual property or other right by use of the Site, Tools, User Content, Analytics Data and/or Service with any hardware, software, system, network, service, or other matter that is not provided by Company nor expressly authorized in these Terms; (iii) violation of applicable law; or (iv) gross negligence or willful misconduct.</p> <p><strong>12. TERM AND TERMINATION.</strong>