Client agrees to indemnify, defend, and hold harmless Ventobot, its distribution partners, its licensors and licensees, and affiliated companies, and any of their officers, directors, employees, representatives and agents, from and against all claims, actions, liabilities, losses, expenses, damages, and costs (including, without limitation, reasonable attorneys’ fees) that may at any time be incurred by any of them by reason of any claims, suits, or proceedings (collectively being referred to herein as a “Claim”) for, including without limitation, libel, violation of right of privacy or publicity, copyright infringement, trademark infringement, or other infringement of any third party right, fraud, false advertising, misrepresentation, product liability, or violation of any law, statute, ordinance, rule, or regulation throughout the world in connection with Marketing and Consulting Services performed on behalf of Client, Client’s website(s) or contents therein, Client’s conduct, acts or omissions, or any alleged or proven breach by Client of any term, condition, agreement, representation, or warranty herein, excluding any Claim that arises solely from the acts or omissions of Ventobot or its agents or employees. Ventobot will notify Client of any claim, action, or demand for which indemnity is required in the reasonable opinion of Ventobot and will cooperate reasonably with Client at Client’s expense. At the election of Ventobot, Client shall advance to Ventobot amounts in satisfaction of such Claim, which Ventobot may hold in escrow pending resolution of such Claim. The law firm Client chooses to defend VentoCL must be experienced in defending similar claims and will be subject to Ventobot's approval, which will not be unreasonably withheld. Client may not settle any lawsuit or matter relating to the culpability or liability of Ventobot without the prior written consent of Ventobot. Ventobot will have the right to participate in any defense of a claim and/or to be represented by counsel of its own choosing at its own expense. Without limiting any rights and remedies hereunder or under applicable law, Ventobot shall have the right to set off any liability of Client to Ventobot with respect to a Claim against any amounts held on deposit with Ventobot by Client.