UGROUPS - WEB SITE TERMS AND CONDITIONS OF USE

1.                  User’s Acknowledgement and Acceptance of Terms

Grouplings, LLC (sometimes referred to as “Grouplings” or “Our”, “We” for short) provides the grouplings.com and the uGroups.grouplings.com Web sites and various related services (together referred to as the “Site”) subject to your compliance with all of the terms, conditions, and notices contained or referenced herein (the “Terms of Use”), as well as any other written agreement(s) between you (or your company) and Us.  Furthermore, when using particular services or materials on this Site, users shall be subject to any posted guidelines or rules applicable to such services or materials that may contain terms or conditions in addition to those in these Terms of Use.  All such guidelines or rules are hereby incorporated by reference into these Terms of Use.  YOU AGREE TO READ THESE TERMS OF USE CAREFULLY BEFORE EACH USE OF THIS SITE.

BY COMPLETING THE REGISTRATION PROCESS AND/OR USING THIS SITE, YOU AGREE TO BE BOUND BY THESE TERMS OF USE.  IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS OF USE, PLEASE EXIT THE SITE NOW.  YOUR REMEDY FOR DISSATISFACTION WITH OUR SITE, OR ANY SERVICES, CONTENT OR OTHER INFORMATION AVAILABLE ON OR THROUGH THIS SITE, IS TO STOP USING THE SITE AND/OR THOSE PARTICULAR SERVICES OR CONTENT.  YOUR AGREEMENT WITH US REGARDING COMPLIANCE WITH THESE TERMS OF USE BECOMES EFFECTIVE IMMEDIATELY UPON COMMENCEMENT OF YOUR USE OF THIS SITE.

These Terms of Use are effective as of November 23rd, 2008. We reserve the right to change these Terms of Use from time to time without notice to you. You acknowledge and agree that it is your responsibility to review this Site and these Terms of Use periodically and to be aware of any modifications or revisions. Your continued use of the Site after such modifications or revisions will constitute your knowledge and acceptance of the modified or revised Terms of Use and agreement to abide and be bound by the modified or revised Terms of Use.

As used in these Terms of Use, references to Our “Affiliates” include Our owners, subsidiaries, affiliated companies, LLC members, officers, directors, suppliers, partners, sponsors, and advertisers, and includes (without limitation) all parties involved in creating, producing, and/or delivering the Site and/or its contents.  “Affiliates” does not include any users of the Site.

2.                  Description of Services

We make various services available on the Site, including but not limited to Our group buying services. You are solely responsible for providing, at your own expense, all equipment necessary to use Our services, including computer, modem, and your own Internet access (including payment of telephone services fees associated with such access).

We reserve the sole right to either modify or discontinue the Site, including any features therein, at any time without notice to you.  We shall not be liable to you, your company or any third party should We exercise this right.  Modifications may include, but are not limited to, the addition of fee-based services.  Any new features that augment or enhance the then-current services offered on the Site shall also be subject to these Terms of Use.

3.                  Conduct on Site

Your use of the Site is subject to all applicable laws and regulations, including Grouplings’ feedback posting policies listed in Section 14 below and you are solely responsible for the content of your communications through the Site.  By becoming a member, posting feedback or otherwise using Our interactive service through the Site, you agree that you will not upload, share, post, or otherwise distribute or facilitate distribution of any content – including text, communications, software, images, sounds, data, or other information – that:

a.                   Is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent nature directed at another individual or group of individuals), or otherwise violates Our rules or policies;

b.                   Victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;

c.                   Infringes on any patent, trademark, trade secret, copyright, right of publicity, right of privacy, or other right of property;

d.                   Constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (also known as “spamming”), chain letters, any form of unauthorized solicitation, or any form of lottery or gambling;

e.                   Contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; or

f.                     Impersonates any person or entity, including any of Our employees or representatives.

You acknowledge and agree that it is Our sole discretion to determine whether any use or conduct violates the Terms of Use of the Site.  See Section 6 – “Materials on the Site” below for a description of the procedures to be followed in the event that any party believes that content posted on the Site infringes on any patent, trademark, trade secret, copyright, right of publicity, right of privacy, or other proprietary right of any party.

You agree that We may at any time, and at Our sole discretion, terminate your membership or access to the Site without prior notice to you for violating any of the above provisions.  Should your membership or access be terminated for the above reason, you will not receive any refund of your membership fee (if any).  In addition, you acknowledge that We will cooperate fully with investigations of violations of systems or network security at other sites, including cooperating with law enforcement authorities in investigating suspected criminal violations.

Furthermore, you may not use your account to breach security of another account or attempt to gain unauthorized access to another network or server.  Not all areas of the Site may be available to you or other authorized users of the Site. You shall not interfere with anyone else’s use and/or enjoyment of the Site or other similar services.  Users who violate systems or network security may incur criminal or civil liability.

We reserve the right to investigate and take appropriate legal action against anyone who, in Our sole and absolute discretion, violates this provision, including without limitation, removing your posting and/or reporting you to law enforcement authorities.  It is also a violation of these rules to use any information obtained from the Site in order to contact, advertise to, solicit, or sell to any member without their prior explicit consent.  If you breach these Terms of Use and send unsolicited bulk email, instant messages or other unsolicited communications of any kind to other members without their prior consent, you acknowledge that you will have caused substantial harm to Grouplings, but that the amount of such harm would be extremely difficult to ascertain.  As a reasonable estimation of such harm and not as a penalty, you agree to pay Grouplings $50 for each such unsolicited email or other unsolicited communication you send of any kind to other members without their prior consent.

4.                  Third-Party Sites and Information

This Site may link to other sites on the Internet or otherwise include references to information, documents, software, materials and/or services provided by other parties.  These other sites and parties are not under Our control, and you acknowledge that We are not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such sites, nor are We responsible for errors or omissions in any references to other parties or their products and/or services.  The inclusion of such a link or reference is provided merely as a convenience.  Likewise, We are not associated with or in control of third-party sites that contain links to this Site.  In no way does either of these circumstances imply endorsement of, or association with, the Site or party by us, or any warranty of any kind, either express or implied.

5.                  Intellectual Property Information

            Copyright © 2007 - 2010 Grouplings, LLC – All Rights Reserved.

For purposes of these Terms of Use, “content” is defined as any information, communications, software, graphics, photos, and other material and services that can be viewed by users on Our Site. 

By accepting these Terms of Use, you acknowledge and agree that all content presented to you on this Site is protected by copyrights, trademarks, service marks, patents, or other proprietary rights and laws, and is the sole property of Grouplings and/or its Affiliates.  You are only permitted to use the content as expressly authorized by Us or the specific content provider.  You are solely responsible for obtaining permission before reusing any copyrighted material that is available on this Site.  Becoming a member of Grouplings grants no license or permission to use, in any manner, Our proprietary materials.  Any unauthorized use of the materials appearing on this Site may violate copyright, trademark, and other applicable laws and could result in criminal or civil penalties.

Neither We nor Our Affiliates warrant or represent that your use of materials displayed on, or obtained through, this Site will not infringe the rights of third parties.  See “Materials on the Site” below for a description of the procedures to be followed in the event that you believe that content on this Site infringes on your patent, trademark, trade secret, copyright, right of publicity, right of privacy, or other proprietary right.

The following are registered trademarks and/or service marks or common law trademarks and/or service marks of Grouplings or its Affiliates: GROUPLINGS, UGROUPS, uGroups and other Grouplings trademarks and/or service marks. All custom graphics, icons, logos and service names are registered trademarks and/or service marks, common law trademarks and/or service marks of Grouplings or its Affiliates.  All other trademarks or service marks are property of their respective owners.  Unless expressly granted herein, nothing in these Terms of Use grants you any right to use any trademark, service mark, logo, and/or the name of Grouplings or its Affiliates.

6.                  Materials on the Site

The Site also contains content owned by Grouplings ("Grouplings Content").  Grouplings Content is protected by copyright, trademark, patent, trade secret and other relevant laws, and We own and retain all rights in Grouplings Content and the Site.  Grouplings hereby grants you a limited, revocable, license to reproduce and display Grouplings Content (excluding any software code) solely for your personal use in connection with viewing and using the Site.  This license does not include the right to sublicense.  The Site may contain content of other members and users of the Site.  Unless expressly permitted, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Grouplings Content appearing on or through the Site for any purpose.

We respect the intellectual property of others, and We ask you to do the same.  If you or any user of this Site believes its copyright, trademark, or other property rights (“IP Rights”) have been infringed on this Site, the IP Rights owner (“Complaining Party”) should send notification to Our Designated Agent (as identified below) immediately.  To be effective, the notification must include:

a.          A physical or electronic signature of the Complaining Party or such person authorized to act on behalf of the Complaining Party;

b.          Identification of the IP Rights claimed to have been infringed;

c.          Information reasonably sufficient to permit us to contact the Complaining Party or such person authorized to act on behalf of the Complaining Party, such as address, telephone number and, if available, an electronic mail address at which the Complaining Party may be contacted;

d.          Identification of the material that is claimed to be infringing or to be subject to infringing activity on the Complaining Party’s IP Rights that is to be removed and information reasonably sufficient to permit us to locate such materials;

e.          A statement that the Complaining Party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, agent, or by law; and

f.           A statement that the information in the notification is accurate and, under penalty of perjury, the Complaining Party or such person authorized to act on behalf of the Complaining Party is the owner of an exclusive IP Right that is allegedly infringed.

Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c) (“DMCA”), Our Designated Agent for notice of claims of IP Rights infringement can be reached as indicated below.  Service of repeat infringers of IP Rights or of users about who repeat claims of IP Rights infringement are received will be terminated.

            Designated Agent for Claimed Infringement:

GROUPLINGS, LLC

11509 Stonewood Lane

Rockville, Maryland 20852

Phone:  301-385-1052

Email:  support@grouplings.com

You acknowledge and agree that if We receive a notice of a claim of copyright infringement, We may immediately remove the identified materials from Our Site without liability to you or any other party and that the claims of the Complaining Party will be referred to the United States Copyright Office for adjudication as provided in the DMCA.

7.                  Disclaimer of Warranties

Third-party goods and services will be covered by the respective manufacturers' and/or service providers’ warranties only.  Grouplings does not warrant any goods or services purchased through the Site.  Please refer to the warranty statement that comes with each specific good or service for detailed coverage information.

You understand and agree that temporary interruptions of the services available or offered through this Site may occur as normal events.  You further understand and agree that We have no control over third-party networks you may access in the course of the use of this Site, and therefore, delays and disruption of other network transmissions are completely beyond Our control.

THE USE OF OUR SERVICES THROUGH THIS SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.  ALL GROUPLINGS’ SERVICES AND CONTENT AVAILABLE THROUGH THIS SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT.  WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE SERVICES AND CONTENT WILL MEET YOUR REQUIREMENTS, (B) THE SERVICES AND CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE, UP-TO-DATE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR CONTENT WILL BE EFFECTIVE, ACCURATE, OR RELIABLE, OR (D) THE QUALITY OF ANY OF OUR SERVICES OBTAINED BY YOU FROM THE SITE (FROM US OR OUR AFFILIATES) WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS, OR DEFECTS.

THIS SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES, OR TYPOGRAPHICAL ERRORS.  WE MAY MAKE CHANGES TO THE CONTENT AND SERVICES AT THIS SITE AT ANY TIME WITHOUT NOTICE.  THE MATERIALS OR SERVICES AT THIS SITE MAY BE OUT OF DATE, AND WE MAKE NO GUARANTEED COMMITMENT TO UPDATE SUCH CONTENT OR SERVICES.  WE MAKE NO WARRANTY THAT THIS SITE IS SECURE. 

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

8.                  Limitation of Liability

Your exclusive remedy and Our entire liability, if any, for any claims arising out of these Terms of Use and your use of this Site shall be limited to the amount you paid us for the services on the Site during the twelve-month period before the act giving rise to the liability.

IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE OR OF ANY WEB SITE REFERENCED OR LINKED TO FROM THIS SITE.

SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

9.                  Security and Password

You are solely responsible for maintaining the confidentiality of your account and/or password and for any and all statements made and acts or omissions that occur through the use of your account and/or password, including any charges incurred.  Therefore, you must take steps to ensure that others do not gain access to your account and/or password.  Our personnel will never ask you for your account information or password.  You may not transfer or share your account with anyone, and We reserve the right to immediately terminate your account in the event of any unauthorized transfer or sharing thereof.

10.             International Use

Although this Site may be accessible worldwide, We make no representation that materials on this Site are appropriate or available for use in locations outside the United States, and accessing them from territories where its content is illegal is prohibited.  Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with local laws.  Any offer for any product, service, and/or information made in connection with this Site is void where prohibited.

11.             Termination of Use

You may terminate your membership to Our services at any time by sending notice in accordance with Paragraph 13 below.  Upon termination, your account will be closed and you no longer will be able to access Our services.  Grouplings will not be liable to you for any refund (pro-rata or otherwise) of membership fees (if any) if you terminate your account.

You agree that We may, in Our sole discretion, terminate or suspend your access to all or part of the Site with or without notice and for any reason, including, without limitation, breach of these Terms of Use.  Any suspected fraudulent, abusive, or illegal activity may be grounds for terminating your relationship and may be referred to appropriate law enforcement authorities.

Upon termination or suspension, regardless of the reasons therefore, your right to use the services available on this Site immediately ceases, and you acknowledge and agree that We immediately may deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or this Site.  We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection therewith.  Sections 1, 5-8, 12 - 14 and 16 of these Terms of Use, as well as your liability for any unpaid fees, shall survive any termination.

12.             Governing Law

This Site (excluding any linked sites) is controlled by us from Our offices within the State of Maryland, United States of America.  It can be accessed from all fifty states, as well as from other countries around the world.  As each of these places has laws that may differ from those of the State of Maryland, by accessing this Site, both of us agree that the statutes and laws of the State of Maryland, without regard to the conflict of laws principles thereof, will apply to all matters relating to the use of this Site and the purchase of products and services available through this Site.  Each of us agrees and hereby submits to the exclusive personal jurisdiction and venue of the Circuit Courts for the State of Maryland, and the United States District Court for the District of Maryland, with respect to such matters.

13.             Notices

All notices to a party shall be in writing and shall be made either via e-mail or conventional mail.  Notices to us must be sent to the attention of Customer Service at admin@grouplings.com, if by e-mail, or at Grouplings, LLC, 11509 Stonewood Lane, Rockville, Maryland 20852, if by conventional mail.  Notices to you will be sent to the e-mail address supplied for your account as part of your Registration Data.  In addition, We may broadcast notices or messages through the Site to inform you of changes to the Site or other matters of importance, and such broadcasts shall constitute notice to you.

Any notices or communication under these Terms of Use will be deemed delivered to the party receiving such communication (1) on the delivery date if delivered personally to the party; (2) two business days after deposit with a commercial overnight carrier, with written verification of receipt; (3) five business days after the mailing date, if sent by US mail, return receipt requested; (4) on the delivery date if transmitted by confirmed facsimile; or (5) on the delivery date if transmitted by confirmed e-mail.

14.             Feedback

Members will have the ability to provide feedback (both positive and negative) regarding their experience with vendors.  Feedback is a valuable indicator of a buyer’s satisfaction.  As a member of Grouplings, you should use caution and good judgment when posting feedback as it is a permanent part of that vendor’s record with Grouplings.  Grouplings’ feedback policies are designed to promote open and honest services.  However, to ensure that feedback is used for the proper purpose and not abused, Grouplings has instituted the following basic rules that must be followed.

Members cannot undermine Grouplings’ feedback system by: (i) threatening to post negative or neutral feedback for a vendor unless the vendor provides additional goods or services not included in the original order; (ii) posting artificially enhanced positive feedback for a vendor in exchange for goods or services.  Violators of Grouplings’ feedback posting policies are subject to various penalties, including without limitation (a) membership suspension, (b) limits on membership privileges; or membership termination.  Note: You may contact Grouplings to report violators by using the “Contact Us” link found on Our Home page.

As noted in Section 3 above, these Terms and Conditions include Our online feedback posting policies.  Personal attacks, messages that are sexual in nature or inflammatory posts are not permitted.  You acknowledge and agree that it is Our sole discretion to determine whether any communication, or posting violates the conduct of this Site. We neither endorse nor assume any liabilities for the contents of any feedback submitted, or posted to this Site.  We generally do not prescreen, monitor, or edit the content submitted by Our members, however, We and Our agents have the right at Our sole discretion to remove any content that, in Our opinion and judgment, does not comply with these Terms of Use and any other rules of user conduct or etiquette for Our Site, or is otherwise harmful, objectionable, or inaccurate.  We are not responsible for any failure or delay in removing such content.  You hereby consent to such removal and waive any claim against Us arising out of such removal of content.  

15.       Prohibited and Restricted Items

All goods and/or services available on or through this Site are subject to United States Export Controls.  Goods restricted by the United States Treasury Department Office of Assets Control or subject to the United States Export Administration Regulations (“EAR”) may not be exported (a) into (or to a resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country which the United States has embargoed goods; (b) by anyone on the United States Treasury Department's list of Specially Designated Nationals or the United States Commerce Department's Table of Deny Orders, or (c) in violation of EAR.  By accessing this Site, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

In addition, other U.S. laws and regulations prohibit the sale of certain goods and/or services to Our members.  The following is a list of the prohibited goods and services:

·         Adult Sexual Material

·         Alcohol (including Beer and Wine)

·         Animals and Wildlife Products – examples include live animals, mounted specimens, and ivory

·         Artifacts - examples include Native American crafts, cave formations, and grave-related items

·         Blueprints for Secured Facilities – Examples include blueprints of nuclear power plants

·         Credit Cards, Coins, Counterfeit Currency and Stamps

·         Electronic Surveillance Equipment – examples include wiretapping devices, and telephone bugging devices

·         Event Tickets

·         Firearms, Weapons and Knives - examples include pepper spray, replicas and stun guns

·         Government and Transit Documents, Uniforms, Transit Documents, IDs and Licenses

·         Hazardous, Restricted, and Perishable Items - examples include batteries, fireworks, and propane gas

·         Human Parts and Remains

·         Illegal Drugs & Drug Paraphernalia, and Prescription Drugs

·         Illicit Electronics Equipment – examples include cable TV de-scramblers, radar scanners, and traffic signal control devices

·         Items Encouraging Illegal Activity – examples include books describing how to create methamphetamine

·         Lock Picking Devices

·         Lottery Tickets

·         Mailing Lists and Personal Information

·         Manufacturers' Coupons

·         Medical Devices - examples include contact lenses, pacemakers, and surgical instruments

·         Multi-level Marketing, Pyramid and Matrix Programs

·         Offensive Material - examples include sexually, ethnically or racially offensive material and Nazi memorabilia

·         Pesticides

·         Plants (including Weeds and Seeds)

·         Police-Related Items – Examples include police badges

·         Prohibited Services – Examples include sexual services

·         Slot Machines

·         Stocks and Other Securities

·         Stolen Property and Property with Removed Serial Numbers

·         Tobacco

·         Transit and Shipping Related Items – examples include airplane operations manuals, and flight attendants’ uniforms

·         Used Cosmetics

16.             Entire Agreement

These Terms of Use constitute the entire agreement and understanding between us concerning the subject matter hereof and supersedes all prior agreements and understandings of the parties with respect thereto.  These Terms of Use may NOT be altered, supplemented, or amended by the use of any other document(s).  Any attempt to alter, supplement, or amend this document or to enter an order for products or services which are subject to additional or altered terms and conditions shall be null and void, unless otherwise agreed to in a written agreement signed by you and us.  To the extent that anything in or associated with this Site is in conflict or inconsistent with these Terms of Use, these Terms of Use shall take precedence.  If any part of these Terms of Use is held invalid or unenforceable by a court of competent jurisdiction, that portion shall be struck and the remaining portions shall remain in full force and effect.  Any failure by us to enforce or exercise any provision of these Terms of Use or related rights shall not constitute a waiver of that right or provision.  You may not assign your rights and obligations under these Terms of Use to any third party, and any purported attempt to do so shall be null and void.  We may freely assign Our rights and obligations under these Terms of Use.

17.             Miscellaneous

In any action to enforce these Terms of Use, the prevailing party (or the substantially prevailing party if there is more than one claim adjudicated) will be entitled to costs and attorneys' fees.  Any cause of action brought by you against us or Our Affiliates must be instituted within one year after the cause of action arises or be deemed forever waived and barred.

In addition to any excuse provided by applicable law, We shall be excused from liability for non-delivery or delay in delivery of services available through Our Site arising from any event beyond Our reasonable control, whether or not foreseeable by either party, including but not limited to, war, acts of terrorism and events related to such acts, fire, flood, accident, adverse weather, inability to secure transportation, insurrections, riots, or civil commotions, strikes, lockouts, or other labor disturbances; acts of God; or acts, omissions, or delays in acting by any governmental authority, governmental act or regulation, and other causes or events beyond Our reasonable control, whether or not similar to those which are enumerated above.

Upon a request by Us, you agree to defend, indemnify, and hold Us and Our Affiliates harmless from all liabilities, claims, and expenses, including attorneys’ fees, that arise from your use or misuse of this Site. We reserve the right, at Our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Us in asserting any available defenses.