20. INDEMNIFICATION You agree to release, indemnify, defend and hold harmless New Age Consumers, its parent, subsidiaries, and affiliates, and its and their shareholders, officers, directors, employees, agents and advisors, from and against any and all losses, liabilities, claims (including claims without legal merit or brought in bad faith), demands, damages, costs or expenses, causes of action, suits, proceedings, judgments, awards, executions and liens, including reasonable attorneys’ fees and costs (whether brought by third parties or otherwise) (collectively, “Claims”) due to or arising out of Content you submit, post, transmit, modify or otherwise make available through the Services, your use of the Services, your connection to the Services, any breach by you of this Agreement, or your violation of any rights of another. New Age Consumers reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, which will not excuse your indemnity obligations under this Section. 21. GENERAL If this Agreement is with New Age Consumers, claims for enforcement, breach or violation of duties or rights under this Agreement will be adjudicated under the laws of the State of California, without reference to conflict of laws principles. If this Agreement is with a New Age Consumers affiliate, claims for enforcement, breach or violation of duties or rights under this Agreement will be adjudicated under the laws of the place of incorporation for such New Age Consumers affiliate, without reference to conflict of laws principles. All other claims, including, without limitation, claims under or for violation of consumer protection laws, unfair competition laws, and in tort, will be adjudicated under the laws of your state of residence in the United States, or, if you reside outside the United States, under the laws of the country to which the subject New Age Consumers Web Pages are directed. If this Agreement is withNew Age Consumers, you hereby irrevocably consent to the exclusive jurisdiction and venue of state or federal courts in Orange County, California, USA in all disputes arising out of or relating to this Agreement or the use of the Services. If this Agreement is with a New Age Consumers affiliate, you hereby consent to the exclusive jurisdiction and venue of the courts located in the place of incorporation for such New Age Consumers affiliate in all disputes arising out of or relating to this Agreement or the use of the Services. Use of the Services is unauthorized in any jurisdiction that does not give effect to all provisions of this Agreement, including without limitation this Section. If for any reason a court of competent jurisdiction finds any provision or portion of this Agreement to be unenforceable, the remainder of this Agreement will continue in full force and effect.
