Customer will indemnify, defend and hold harmless Franfunnel from and against any and all losses, liabilities, claims, causes of action, demands, or damages of every kind brought by a third party, including all judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including expenses of litigation or arbitration, court or arbitration costs and attorneys' fees and other professional fees that Franfunnel may incur as a result of such third-party claims, demands, or causes of action (collectively, "Losses") arising out of or in connection with any claim arising from or relating to (a) Customer’s alleged breach of or activities under this Agreement; or (b) Customer’s use of the Services or Assets. Customer’s indemnification obligations under this Section 2.4 shall apply regardless of who may be at fault or otherwise responsible under any statute, rule, or theory of law, including but not limited to theories of strict liability, including, but not limited to, claims relating to the Telephone Consumer Protection Act or similar state and federal laws, and even though the subject loss, damage, or injury may have been caused in whole or in part by the concurrent, active, or passive negligence of Franfunnel or a defect in the Services. This indemnification obligation is subject to Customer receiving (i) prompt written notice of such claim (but in any event notice in sufficient time for Customer to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (iii) all necessary cooperation of Franfunnel at Customer's expense. Notwithstanding the foregoing sentence, (a) Franfunnel may participate in the defense of any claim by counsel of its own choosing, at its cost and expense and (b) Customer will not settle any claim without Franfunnel's prior written consent, unless the settlement fully and unconditionally releases Franfunnel and does not require Franfunnel to pay any amount, take any action, or admit any liability. As noted below, this Section 2.4 shall survive the termination of this Agreement.