You agree to indemnify and hold harmless ShoppingLords.com and (as applicable) ShoppingLords.com's parent, subsidiaries, affiliates, third-parties and their respective shareholders, officers, directors, agents, and employees, from any losses, liabilities, damages, costs and expenses, claims or demand, or actions including reasonable attorneys' fees asserted against or incurred by ShoppingLords.com, made by any third party arising out of Your breach or non-performance of terms of the User Agreement, ShoppingLords.com Rules and Policies, or the documents they incorporate by reference, or Your  violation  of  any  law,  rules  or  regulations  or  the  rights  of  a  third  party.

ShoppingLords may notify you of any claims which You shall be liable to indemnify ShoppingLords.com against. You will then be required to consult with ShoppingLords.com regarding the course of action to be undertaken in defending such a claim. Further, You shall not compromise or settle any claim or admit any liability or wrongdoing on the part of ShoppingLords.com without the express prior written consent of ShoppingLords.com which can be withheld or denied or conditioned by ShoppingLords.com in its sole discretion.