INDEMNIFICATION</strong> <br> <p>You hereby <strong> <u>AGREE</u> </strong> to indemnify and hold harmless 508 Software, its affiliates, officers, directors, agents, and employees, from any expense, loss, claim, damage, fine, penalty, or liability, which includes reasonable attorney fees and other professionals’ costs, which are payable under any judgment, verdict, court order or settlement, to the extent resulting from any claim, demand, action, suit, arbitration, or other proceeding initiated by any third party, including the assessment, claim or demand by a governmental agency or entity, arising out of User Content or Your breach of any representation, warranty, obligation, or covenant of the Terms of Service, or any Products purchased or obtained by You in connection with the 508 Software Website.</p> <br> <p>508 Software retains the exclusive right to compromise, pay, and settle, without Your consent, any and all claims or causes of action that are brought against 508 Software. 508 Software also reserves the right, at Your expense, to assume the exclusive control or defense of any matter for which You are required to indemnify 508 Software and You <strong> <u>AGREE</u> </strong> to cooperate with the defense of these claims. You further <strong> <u>AGREE</u> </strong> not to settle any matter in which 508 Software is named as a defendant and/or for which You have indemnity obligations under <u>Section 28</u>, hereof, without 508 Software’s prior written consent.