Common use of Disclosure of Customer Data Clause in Contracts

Disclosure of Customer Data. iDONATEpro shall, at its own expense and subject to the limitations set forth in Section 6, defend Customer from and against any Claim that arises out of or result directly from iDONATEpro’s gross negligence or willful misconduct in preventing unauthorized access to confidential Customer Data, as determined by an appropriate tribunal in accordance with this Agreement in connection with a Claim alleging a breach of confidentiality, and shall hold Customer harmless from and against liability for any Losses to the extent based upon such a Claim. When iDONATEpro is at fault but such fault does not rise to the level of gross negligence or willful misconduct, iDONATEpro shall, at its own expense and subject to the limitations set forth in Section 6 (Indemnification) and the amount of liability set forth in Section 5 (Limitations of Liability) applicable in the event of a breach of Section 2.9 (Confidentiality), defend Customer from and against any Claims, and shall hold Customer harmless from and against liability for any Losses to the extent based upon claims, arising out of or relating to iDONATEpro’s breach of Section 2.9 (Confidentiality) of this Agreement. Provided that iDONATEpro complies with Section 6.2, Customer shall be entitled as its sole and exclusive remedy to terminate the Agreement and receive a pro-rata refund of the subscription fees paid for under the Agreement for the terminated portion of the Term.

Disclosure of Customer Data. iDONATEpro Kinetix shall, at its own expense and subject to the limitations set forth in Section 6this Indemnification Section, defend Customer from and against any Claim Claims that arises arise out of or result directly from iDONATEproKinetix’s gross negligence or willful misconduct in preventing unauthorized access to confidential Customer Data, as determined by an appropriate tribunal in accordance with this Agreement a court of competent jurisdiction in connection with a Claim alleging a breach of confidentiality, and shall hold Customer harmless from and against liability for any Losses to the extent based upon such a ClaimClaims. When iDONATEpro Kinetix is at fault but such fault does not rise to the level of gross negligence or willful misconduct, iDONATEpro Kinetix shall, at its own expense and subject to the limitations set forth in this Indemnification Section 6 (Indemnification) and the amount of liability set forth in Limitations on Liability Section 5 (Limitations of Liability) applicable in the event of a breach of Section 2.9 (Confidentiality)Confidentiality Section, defend Customer from and against any Claims, and shall hold Customer harmless from and against liability for any Losses to the extent based upon claimsClaims, arising out of or relating to iDONATEproXxxxxxx’s breach of Confidentiality Section 2.9 (Confidentiality) of this Agreement. Provided that iDONATEpro Kinetix complies with Section 6.2this Indemnification Section, Customer shall be entitled as its sole and exclusive remedy to terminate the Agreement and receive a pro-rata refund of the subscription fees paid for under the Agreement for the terminated portion of the Term.

Disclosure of Customer Data. iDONATEpro Kinetix shall, at its own expense and subject to the limitations set forth in Section 6this Indemnification Section, defend Customer from and against any Claim Claims that arises arise out of or result directly from iDONATEproKinetix’s gross negligence or willful misconduct in preventing unauthorized access to confidential Customer Data, as determined by an appropriate tribunal in accordance with this Agreement a court of competent jurisdiction in connection with a Claim alleging a breach of confidentiality, and shall hold Customer harmless from and against liability for any Losses to the extent based upon such a ClaimClaims. When iDONATEpro Kinetix is at fault but such fault does not rise to the level of gross negligence or willful misconduct, iDONATEpro Kinetix shall, at its own expense and subject to the limitations set forth in this Indemnification Section 6 (Indemnification) and the amount of liability set forth in Limitations on Liability Section 5 (Limitations of Liability) applicable in the event of a breach of Section 2.9 (Confidentiality)Confidentiality Section, defend Customer from and against any Claims, and shall hold Customer harmless from and against liability for any Losses to the extent based upon claimsClaims, arising out of or relating to iDONATEproKinetix’s breach of Confidentiality Section 2.9 (Confidentiality) of this Agreement. Provided that iDONATEpro Kinetix complies with Section 6.2this Indemnification Section, Customer shall be entitled as its sole and exclusive remedy to terminate the Agreement and receive a pro-rata refund of the subscription fees paid for under the Agreement for the terminated portion of the Term.