RESELLER POLICY

Updated March 2022

INDEMNITY

Reseller hereby agrees to indemnify, defend, and hold harmless GoBiz and GoBiz’s principals, agents, officers, directors, members, shareholders, employees, trustees, beneficiaries, attorneys, insurers, successors, parent companies, related entities, and assigns (collectively, "GoBiz Parties") from and against any losses, liabilities, damages, expenses, claims, fines, penalties, interest, costs of investigation, assessments, judgments, actions, proceedings and suits of whatever kind and nature, and all costs and expenses relating thereto (including, without limitation, in-house and outside attorneys’ fees and expenses) incurred in connection with the investigation or defense thereof or in asserting rights hereunder (collectively, "Losses") based upon, arising out of or otherwise resulting from (i) any inaccuracy in any representation or breach of any warranty of Reseller contained in this Agreement, or (ii) the breach or nonfulfillment of any covenant, agreement, or other obligation of Reseller under this Agreement which breach or nonfulfillment remains uncured for thirty (30) days after the date of written notice of the breach or nonfulfillment. Except as set forth below, Reseller shall also fully and completely indemnify and hold GoBiz and the GoBiz Parties harmless from any and all other unknown third party claims, lawsuits, administrative actions (including local, state and federal governmental agency matters), which arise as a result of actions taken by Reseller after the execution and delivery of this Agreement.

THIRD PARTY CLAIMS

Promptly after the receipt by any Party hereto of notice of any third party claim or the commencement of any third party action, suit or proceeding subject to indemnification hereunder (a "Third Party Claim"), such party (the "Indemnified Party") will, if a claim in respect thereto is to be made against any party obligated to provide indemnification hereunder (the "Indemnifying Party"), give such Indemnifying Party reasonable written notice of such Third Party Claim; provided, that, the failure to provide such notice will not relieve the Indemnifying Party of any of its obligations, or impair the right of the Indemnified Party to indemnification pursuant to this section unless, and only to the extent that, such failure materially prejudices the Indemnifying Party’s opportunity to defend or compromise the Third Party Claim. An Indemnified Party shall have the right, at its option, to be defended by counsel of its choosing against any Third Party Claim, and to have the Indemnifying Party pay all of the reasonable legal costs incurred as they come due. An Indemnified Party may also agree, at its option, to be defended by counsel of Indemnifying Party’s choosing, provided that (i) the Indemnifying Party acknowledges in writing (at the time such Indemnifying Party elects to assume such defense) its obligation under this Section to indemnify the Indemnified Party with respect to such Third Party Claim, (ii) such counsel is reasonably satisfactory to the Indemnified Party, (iii) the Indemnified Party is kept fully informed of all developments, and is furnished with copies of all documents and papers, related thereto and is given the right to participate in the defense and investigation thereof as provided below, and (iv) such counsel proceeds with diligence and in good faith with respect thereto. If any Indemnifying Party shall undertake to defend any Third Party Claim, such Indemnifying Party shall notify the Indemnified Party of its intention to do so promptly (and in any event no later than twenty (20) days) after receipt of notice of the Third Party Claim, and the Indemnified Party agrees to cooperate in good faith with the Indemnifying Party and its counsel in the defense of such Third Party Claim. The Indemnifying Party shall not settle any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld or delayed; provided, that, an Indemnified Party shall not be required to consent to any settlement involving the imposition of equitable remedies; and, provided, further, that, in no circumstances shall the Indemnifying Party consent to the entry of a judgment with respect to any Third Party Claim or enter into any settlement which does not include a provision whereby the plaintiff or claimant in such matter releases the Indemnified Party from all liability with respect thereto.