11. Indemnification

11.1 Skills2Talent / OKR Stars will indemnify and hold You harmless, from and against any claim against You by reason of Your use of the Service as permitted hereunder, brought by a third party alleging that the Service infringes or misappropriates a third party’s valid patent, copyright, or trademark (an “IP Claim”). Skills2Talent / OKR Stars shall, at its expense, defend such IP Claim and pay damages finally awarded against You in connection therewith, including the reasonable fees and expenses of the attorneys engaged by Skills2Talent / OKR Stars for such defense, provided that (a) You promptly notify Skills2Talent / OKR Stars of the threat or notice of such IP Claim; (b) Skills2Talent / OKR Stars has or will have the sole and exclusive control and authority to select defense attorneys, defend and/or settle any such IP Claim; and (c) You fully cooperate with Skills2Talent / OKR Stars in connection therewith. If use of the Services by You, Your Affiliates, Employees or End-Customers has become, or in Skills2Talent / OKR Stars’s opinion is likely to become, the subject of any such IP Claim, Skills2Talent / OKR Stars may at its option and expense (a) procure for You the right to continue using the Service as set forth hereunder; (b) replace or modify the Service to make it non-infringing; or (c) if options (a) or (b) are not commercially and reasonably practicable as determined by Skills2Talent / OKR Stars, terminate Your subscription to the Services and repay You, on a pro-rated basis, any Subscription Charges previously paid to Skills2Talent / OKR Stars for the corresponding unused portion of Your Subscription Term. Skills2Talent / OKR Stars will have no liability or obligation under this Section 11.1 with respect to any IP Claim if such claim is caused in whole or in part by (i) compliance with designs, data, instructions or specifications provided by You; (ii) modification of the Service by anyone other than Skills2Talent / OKR Stars; or (iii) the combination, operation or use of the Services with other hardware or software where the Services would not by itself be infringing.

The provisions of this Section 11.1 state the sole, exclusive and entire liability of Skills2Talent / OKR Stars to You and constitute Your sole remedy with respect to an IP Claim brought by reason of access to or use of the Service by You, Your Affiliates, Employees or End-Customers.

11.2 You will indemnify and hold Skills2Talent / OKR Stars harmless against any claim brought by a third party against the Skills2Talent / OKR Stars Group, and their respective employees, officers, directors and Employees arising from or related to use of the Service by You, Your Affiliates, Employees or End-Customers in breach of these Terms or matters which You have expressly agreed to be responsible pursuant to these Terms; provided that Skills2Talent / OKR Stars promptly notifies You of the threat or notice of such a claim.