26.1 Your Obligation to Indemnify

To the fullest extent permitted by Applicable Law, you agree to defend, indemnify, and hold harmless Growwr, its Affiliates, officers, directors, employees, contractors, agents, licensors, Service Providers, successors, assigns, and representatives (collectively, the “Growwr Indemnified Parties”) from and against any and all claims, demands, actions, proceedings, investigations, liabilities, damages, judgments, settlements, penalties, fines, losses, costs, and expenses (including reasonable attorneys’ fees, court costs, expert fees, and other legal expenses) arising out of or relating to:

• your use of the Services;
• your violation of these Terms;
• your violation of Applicable Law;
• your User Content;
• your Projects or engagements;
• your interactions with other users;
• your infringement or misappropriation of Intellectual Property Rights;
• your violation of privacy, publicity, confidentiality, or other legal rights;
• your misuse of Growwr AI or AI-generated outputs;
• your misuse of Growwr Pay;
• your violation of the Marketplace Policy or other Growwr policies; or
• your negligence, fraud, willful misconduct, or other wrongful acts or omissions.

26.2 Employer Indemnification

Without limiting the general indemnification obligations above, Employers agree to defend, indemnify, and hold harmless the Growwr Indemnified Parties from and against claims arising out of or relating to:

• hiring decisions;
• employment decisions;
• worker classification;
• compensation disputes;
• payroll obligations;
• workplace safety;
• discrimination claims;
• labor and employment law violations;
• immigration compliance;
• tax withholding obligations;
• employee benefits;
• termination decisions;
• contractual disputes with Talent; and
• any other employment or workforce-related obligations.

Growwr does not assume responsibility for an Employer’s legal obligations arising from its workforce or hiring decisions.

26.3 Talent Indemnification

Without limiting the general indemnification obligations above, Talent agree to defend, indemnify, and hold harmless the Growwr Indemnified Parties from and against claims arising out of or relating to:

• inaccurate qualifications or representations;
• failure to perform contractual obligations;
• infringement of Intellectual Property Rights;
• unauthorized use of confidential information;
• professional negligence;
• unlawful conduct;
• tax obligations;
• worker classification disputes;
• licensing or certification issues;
• violations of professional obligations; or
• disputes arising from services performed for Employers.

26.4 User Content and Intellectual Property Claims

You agree to defend, indemnify, and hold harmless the Growwr Indemnified Parties from and against any claim alleging that your User Content, portfolio materials, resumes, project deliverables, software, code, documentation, trademarks, creative works, data, or other materials:

• infringe Intellectual Property Rights;
• violate confidentiality obligations;
• misappropriate trade secrets;
• violate privacy or publicity rights;
• violate contractual obligations; or
• otherwise infringe the legal rights of another person or entity.

26.5 Regulatory and Compliance Matters

You agree to indemnify the Growwr Indemnified Parties against claims, investigations, penalties, fines, sanctions, or enforcement actions arising from:

• your failure to comply with Applicable Law;
• violations of export control laws;
• sanctions violations;
• anti-money laundering violations;
• anti-bribery or anti-corruption violations;
• tax non-compliance;
• data protection violations;
• employment law violations; or
• other regulatory or compliance failures attributable to your conduct.

26.6 Defense and Cooperation

Where Growwr seeks indemnification under this Section, Growwr may:

• assume the exclusive defense of the applicable claim;
• select legal counsel of its choosing;
• participate in the defense at your expense where permitted by Applicable Law;
• require your reasonable cooperation;
• require the production of relevant information and documentation; and
• take actions reasonably necessary to mitigate potential losses.

You agree to cooperate fully in the defense of any indemnified claim.

You shall not settle any claim affecting the Growwr Indemnified Parties without Growwr’s prior written consent if the settlement:

• admits wrongdoing by Growwr;
• imposes obligations upon Growwr;
• restricts Growwr’s rights; or
• otherwise adversely affects Growwr’s interests.

26.7 Mitigation

Nothing in this Section requires Growwr to incur unnecessary losses before seeking indemnification.

Growwr shall take commercially reasonable steps to mitigate losses where required by Applicable Law, provided that Growwr’s failure to do so shall not eliminate your indemnification obligations except to the extent required by Applicable Law.

26.8 Exclusions

Your indemnification obligations shall not apply to the extent that a claim is finally determined by a court of competent jurisdiction to have resulted solely from:

• Growwr’s gross negligence;
• Growwr’s willful misconduct;
• Growwr’s fraud; or
• any other circumstance for which indemnification cannot lawfully be required under Applicable Law.

Where responsibility is shared between you and Growwr, indemnification shall apply only to the extent of your respective responsibility as determined under Applicable Law.

26.9 Survival

Your indemnification obligations survive:

• termination of your Account;
• termination of these Terms;
• completion of any Project;
• cessation of your use of the Services; and
• expiration of any contractual relationship with Growwr,

to the extent that the underlying claim relates to events occurring before or after termination that are subject to this Section.

26.10 Exclusive Rights of Growwr

Nothing in this Section limits Growwr’s right to:

• seek injunctive relief;
• pursue damages;
• recover unpaid fees;
• enforce contractual obligations;
• pursue contribution;
• seek equitable remedies; or
• exercise any other right or remedy available under these Terms, contract, equity, or Applicable Law.

The indemnification obligations contained in this Section are cumulative and do not replace any other remedies available to Growwr.

26.11 Reservation of Rights

Growwr reserves all rights to enforce this Section to the fullest extent permitted by Applicable Law.

If any portion of this Section is determined to be unenforceable in a particular jurisdiction, the remaining provisions shall remain valid and enforceable to the maximum extent permitted by Applicable Law.

Nothing in this Section shall be interpreted as limiting any defense, immunity, limitation of liability, disclaimer, or other legal protection available to Growwr under these Terms or Applicable Law.