User shall indemnify, defend, and hold Qualcy System harmless from and against any and all claims, liabilities, losses, damages, or judgments, including all reasonable legal fees and expenses related thereto (“Claims”) (a) that arise from or are connected with the User’s use of the Software; or (c) from any third party claim or action against Qualcy System for injuries or damage to persons or property caused or claimed to have been caused by the negligent or intentional acts or omissions of User personnel, agents, or affiliates while in the course of using the Software. User’s obligations under this Section are contingent upon (i) Qualcy System giving prompt written notice to User of any such claim (provided that later notice shall not relieve User of its liability and obligations under this Section except to the extent that User is materially prejudiced by such later notice); (ii) Qualcy System allowing User to control the defense and any related settlement of any such claim, provided that User shall obtain Qualcy System’s prior written consent before entering into any settlement which admits guilt or culpability on the part of Qualcy System or requires Qualcy System to take any action (which consent shall be provided or not provided at Qualcy System’s sole discretion, for any reason or for no reason at all); and (c) Qualcy System furnishing User with reasonable assistance in the defense of any such claim, so long as User pays Qualcy System’s reasonable legal expenses. Qualcy System will have the right to participate in such defense at its own expense.