WAIVER & INDEMNITY
(a) Waiver & Indemnity. You acknowledge that The Toy Association, Inc., its officers, employees, agents and anyone acting in an official capacity on behalf of the Association (collectively “Toy Association”), have acted only to facilitate meetings between you and potential manufacturing partners in attendance at CF@TF Inventor Day. Any business arrangement, contract, license or agreement entered into between the Parties is independent of Toy Association. You agree not to bring any claim against Toy Association in connection with its facilitating meetings between the Parties. You agree to indemnify Toy Association for all past, present and future financial and legal obligations accrued, asserted or owing related to any and all meetings and any issue arising or as a consequence of such meetings. To the fullest extent permitted under New York Law, you shall indemnify, hold harmless, defend, pay and reimburse Toy Association against any and all losses, claims, damages, judgments, fines or liabilities, including reasonable legal fees or other expenses incurred in investigating or defending against such losses, claims, damages, judgments, fines or liabilities, and any amounts expended in settlement of any claims (collectively, “Losses”) to which Toy Association may become subject by reason of such meetings or:
(i) any act or omission or alleged act or omission performed or omitted to be performed on behalf of each respective party to one another or a third party, in connection with a party’s conduct of its business; or
(ii) in connection with the business of each respective party as conducted by its officers, employees or agents.
(b) Entitlement to Indemnity. The indemnification provided by this Section shall not be deemed exclusive of any other rights to indemnification to which Toy Association may be entitled under any agreement or otherwise. The provisions of this Section shall continue to afford protection to Toy Association and shall inure to the benefit of any of its successors or assignees.
(c) Savings Clause. If this Section or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, you shall nevertheless indemnify and hold harmless Toy Association pursuant to this Section to the fullest extent permitted by any applicable portion of this Section that shall not have been invalidated and to the fullest extent permitted by Applicable Law.
ARBITRATION
You forever renounce and waive your right to a trial by jury with respect to any demand, claim or counterclaim arising under this Agreement except for claims for injunctive relief or related to third party claims. All other claims, disputes and controversies between you and Toy Association, if any, arising under this Agreement shall be finally resolved by binding arbitration, in accordance with the American Arbitration Association, by a neutral and impartial arbitrator acceptable to Toy Association. All arbitration proceedings will take place in New York, New York, in accordance with the laws of New York State. Any arbitration award issued in connection with a dispute hereunder shall be conclusive and binding and judgment may be entered therein in a court having jurisdiction thereof. This right to arbitration will not preclude or affect in any manner the rights to equitable relief hereunder.