1. By you (Customer indemnifies Heirloom)
You agree to defend, indemnify, and hold harmless Heirloom, Inc., its officers, directors, employees, contractors, and agents from and against any third-party claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:
- Your breach of the Terms of Service, Acceptable Use Policy, or Consent & Recording Policy.
- Your recording, transcription, translation, voice cloning, or other processing of a person without their valid, informed consent.
- Your uploading of content you do not have the right to upload (copyright, trademark, publicity rights, privacy rights).
- Your use of the service to defraud, harass, impersonate, or deceive any person.
- Your violation of applicable law (privacy, recording-consent, consumer protection, tax, export).
- Disputes between you and other family members about memoir content, voice likeness, or ownership.
2. By us (Heirloom indemnifies Customer)
Heirloom agrees to defend and indemnify you from any third-party claim that the Heirloom service, as provided by us and used in accordance with the Terms, infringes a valid United States patent, copyright, or trademark. Our obligation excludes claims arising from:
- Your content or your use of the service outside the scope of the Terms.
- Combinations of the service with products or data we did not provide.
- Modifications you made to the service.
- Use after we notified you to stop.
If we receive such a claim, we may (at our option): (a) procure the right for you to continue using the service, (b) modify the service to be non-infringing, or (c) terminate the affected functionality and refund unused prepaid fees.
3. Procedure
The indemnified party must: (a) promptly notify the indemnifying party in writing, (b) allow the indemnifying party to control defense and settlement (no settlement admitting fault without indemnified party's consent), and (c) reasonably cooperate.
4. Caps & exclusions
- Heirloom's aggregate indemnification liability is capped at two times the amounts you paid us in the 12 months preceding the claim, not to exceed US$100,000.
- No cap applies to your indemnification obligations for willful misconduct, consent violations, fraud, or violations of the Acceptable Use Policy.
- Indemnification under this section is the exclusive remedy for IP infringement claims.
5. Not covered
Indirect, consequential, incidental, or punitive damages; lost profits; loss of data (except as backed up by Heirloom's own policies).