Vendor shall indemnify, defend, and hold harmless IFW and its directors, officers, suppliers, agents, and employees from and against all liability, claims, actions, damages and/or costs, including attorneys’ fees (collectively, “Claims”), relating to or arising from (i) a breach of this Agreement by Vendor, (ii) a breach by Vendor of any agreement that Vendor may enter into with its customers, (iii) any unauthorized representation by Vendor or its agents as to the Services, (iv) any modification, customization or alteration of any Services by Vendor, (v) any assertions by employees or former employees of Vendor that their employment contracts or rights to employment have been transferred to IFW, (vi) Vendor's own site or other marketing, promotional, or services sales channels (including the advertisement, offer, or purchase of any of Vendor’s services), (vii) any actual or alleged infringement of any intellectual property rights (including rights of publicity or right of privacy) by Vendor in connection with the Marketplace or the
Services; (viii) personal injury, death or property damage incurred in connection with the Services; (ix) any and all income, sales, use, and other taxes, surcharges, fees, assessments or charges of any kind whatever, together with any interest, penalties and other additions with respect thereto, imposed by any federal, state, local or foreign government in any way related to the Services (excluding any taxes related to IFW’s net income) or (x) Vendor’s acts or omissions in the performance of Vendor’s obligations under this Agreement. Upon receipt of notice, from whatever source, of any Claim for which Vendor is or may be obligated to indemnify IFW, Vendor shall immediately notify IFW thereof and take such necessary and appropriate action as IFW may direct, in its sole discretion, to protect IFW’s interests with regard to such Claim.
IN NO EVENT SHALL IFW BE LIABLE TO VENDOR OR TO ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING FOR LOST PROFITS, LOST SALES, LOST BUSINESS OPPORTUNITY, LOSS OF REPUTATION, PREVIOUS EXPENDITURES OR INVESTMENTS, OR GOODWILL) IN CONNECTION WITH THE SERVICES, THE MARKETPLACE OR ANY OTHER MATTER COVERED BY THIS AGREEMENT, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY, OR ANY OTHER THEORY, EVEN IF IFW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL IFW’S MAXIMUM AGGREGATE LIABILITY TO VENDOR OR ANY THIRD PARTY WITH RESPECT TO ANY AND ALL CLAIMS CONCERNING SERVICES, THE MARKETPLACE OR ANY OTHER MATTER COVERED BY THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, EXCEED THE LESSER OF ONE HUNDRED US DOLLARS ($100.00) OR THE FEES PAID TO IFW FOR THE TRANSACTION FROM WHICH THE CAUSE OF ACTION AROSE. No action, suit, or proceeding, arising out of or relating to this Agreement may be brought by either party more than one year after the first event giving rise thereto.