you will not transmit unsolicited emails or engage in so-called "spamming" to publicize or promote your relationship with Shutterstock or the sale of your Content - nor will you falsely advertise or deceptively publicize your relationship with Shutterstock in a manner that mischaracterizes or implies sponsorship, endorsement, employment or any other affiliation that exceeds the actual scope of your relationship to Shutterstock, nor will you use Shutterstock's Trademarks through the use of search engine advertising and/or marketing.
You acknowledge that such advertising and/or marketing might infringe on the intellectual property rights of Shutterstock and/or third parties. In addition to its other rights and/or remedies under the TOS, Shutterstock shall be under no obligation to pay you any referral fees or other compensation if you violate the terms of this subparagraph.
upon making or learning of any claim that is inconsistent with any of the warranties or representations made by you, Shutterstock may send you written notice of such claim, using the email address provided by you to Shutterstock, specifying the details of the claim as then known to Shutterstock.
Pending the determination of such claim, Shutterstock may withhold from royalties and/or other compensation due to you hereunder, such sums as are reasonably related to the probable value of the claim as determined by Shutterstock.
You will cooperate fully with Shutterstock in the defense of any such claims. You may participate in the defense of any claim through counsel of your selection at your own expense.
If Shutterstock is the indemnifying party, it shall defend such claims, control litigation, and settle claims in its sole discretion. If a settlement creates a financial obligation for you, it shall require your written consent, which you will not unreasonably withhold or delay. If you are the indemnifying party, Shutterstock shall have the right but not the obligation to assume control of any litigation.
When indemnification is sought due to a legal claim by a third party, the indemnified party shall: