When you upload Data to the Portal, you grant Indix (and its sublicensees) a non-exclusive, worldwide, irrevocable, perpetual, transferrable, royalty-free, fully paid-up license to use, host, store, reproduce, optimize, enhance, correct, incorporate, combine and recombine, modify, create derivative works, communicate, publish, publicly perform, publicly display and distribute the Data; provided, however, that Indix will not remove any trademark or logo designations on product images. You represent and warrant that you have the necessary rights to grant this license. Indix may remove any Data that it determines, in its sole judgment, violates Indix’s policies or the law, provided however that Indix has no obligation to review the Data. Indix will publish requirements for frequency and upload format for the Portal and you agree to abide by those requirements unless otherwise agreed between you and Indix.
You will defend, indemnify, and hold Indix harmless from and against any losses arising out of or in connection with any third party claim related to the Data. If the settlement of any indemnified claim requires that Indix admit wrongdoing or imposes any obligation other than the payment of money by you, you must get Indix’s prior written consent prior to such settlement. Indix will not unreasonably withhold or delay such consent.
These Terms will not be construed as creating a partnership, joint venture, or agency relationship. Indix may assign these Terms without your consent to a successor if the successor agrees to assume and fulfill all of Indix’s obligations under these Terms. These Terms are the final and complete expression of the agreement between the parties regarding the subject matter of these Terms and supersede all previous communications. These Terms will be governed in all respects in accordance with the local laws of the State of Delaware, without reference to its choice of law rules and not including the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods. To the extent that any lawsuit or court proceeding is permitted hereunder, you and Indix agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within King County, Washington, USA, for the purpose of litigating all such disputes.