Retailer. During the term of this Agreement, except as otherwise permitted -------- under Article 2.6(a) of the License Agreement, Retailer agrees to not engage in the business of creating, developing, operating, advertising and promoting a business-to-consumer e-commerce business on the Internet which directly or indirectly generates in excess of 20% of its revenues from the sale of sporting goods, athletic footwear, athletic apparel and related goods and services ("Restricted Business"), except that if Retailer acquires another business selling sporting goods, athletic footwear and/or athletic apparel and related goods and services either through land based stores or through catalog sales which is engaged in e-commerce business, Retailer can continue to operate the e- commerce business of the acquired business until such time, if ever, that Retailer changes 50% or more of the acquired business's land based stores to stores operating under the name "The Sports Authority" or any variation thereof or changes the catalog name to "the Sports Authority" or any variation thereof. If Retailer desires to engage in any Restricted Business during the term of this Agreement, it shall only do so through TSA.com and such business shall be conducted on the terms and conditions set forth in this Agreement.
Retailer. Retailer, at its own cost and expense, shall defend, indemnify -------- and hold harmless TSA.com and any of its officers, directors, employees or agents from and against any and all actions, claims, proceedings or lawsuits arising from or related in any way to: (a) any claim that TSA.com's use of the Marks as permitted hereunder and under the License Agreement, including use of Retailer's URL and of the name and Mark "TheSportsAuthority.com" infringes the trademark, service mark, trade dress or trade name rights of any third party in the U.S., its territories and possessions, Puerto Rico, or Canada, provided, however, that Retailer shall not bear any duty, obligation or liability pursuant to this Article 15.1 to the extent that, and with respect to which, any use by TSA.com of any of the Marks is in a manner not authorized by this Agreement or the License Agreement; or (b) from Retailer's gross negligence or willful or intentional misconduct.
Retailer or "seller" includes every person engaged in the business of leasing or renting hotel, motel, or tourist court accommodations, and every person engaged in the business of selling tangible goods, wares, or merchandise at retail, or furnishing of steam, gas, and communication services, excluding internet access service, or tickets or admissions to places of amusement, entertainment, and athletic events, or magazines or other periodicals; and includes any person as herein defined who by contract or otherwise agrees to furnish for a consideration a totally or partially finished product consisting in whole or in part of tangible personal property subject to the sales tax herein provided, and all items of tangible personal property entering into the