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. Because Microsoft Personnel will have no access to Customer Data except when such access is granted and monitored by Data Trustee or granted by Customer as described herein, Microsoft cannot and will not disclose Customer Data to any third party (including law enforcement) without approval by Data Trustee or Customer. If Microsoft receives a request from a third party for Customer Data, Microsoft will inform the third party that Microsoft does not have access to Customer Data and will ask the third party to contact Data Trustee, Reseller and/or Customer. In connection with the above, Microsoft may provide Customer’s basic contact information to the third party.
Disclosure of Customer Data. We may disclose, delete, or otherwise deal with Customer Data if reasonably necessary to prevent injury or harm to any person, to protect the Service or the performance thereof, or if required by law, and we will notify you as soon as practical.
Disclosure of Customer Data. Site Industries, LLC shall, at its own expense and subject to the limi- tations set forth in this Section 6, defend Customer from and against any Claims that arise out of or result directly from Site Industries, LLC’s gross negligence or willful misconduct in preventing unautho- rized access to confidential Customer Data, as determined by a court of competent jurisdiction in con- nection 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 Claims.
Disclosure of Customer Data. We shall, at our own expense and subject to the limitations set forth in this Section 12, defend you from and against any Claims that arise out of or result directly from our gross negligence or willful misconduct in preventing unauthorized access to Customer Data, as determined by a court of competent jurisdiction in connection with a Claim alleging a breach of confidentiality, and shall hold you harmless from and against liability for any Losses to the extent based upon such Claims. When we are at fault but such fault does not rise to the level of gross negligence or willful misconduct, we shall, at our own expense and subject to the limitations set forth in this Section 12 and the amount of liability set forth in Section 11.2 applicable in the event of a breach of Section 9, defend you from and against any Claims, and shall hold you harmless from and against liability for any Losses to the extent based upon Claims, arising out of or relating to our breach of Section 9 of this Agreement. Provided that we comply with this Section 12.2, you shall be entitled as your 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. NetSuite will fully indemnify, defend and hold Customer harmless from and against any Losses arising out of or in connection with a claim, suit, action, or proceeding brought by any third party against Customer which arise out of or result from NetSuite’s gross negligence in preventing unauthorized access to confidential Customer Data, or NetSuite’s willful disclosure of such confidential Customer Data, as determined by a court of competent jurisdiction in connection with a claim by a third party alleging a breach of confidentiality. In addition, NetSuite will indemnify Customer up to an amount equal to five (5) times the equivalent of 12 months of license fees applicable at the time of the event, from and against any Losses incurred by Customer with respect to any third party claim, suit, action, or proceeding arising out of or relating to NetSuite’s breach of Section 5.12 of this Agreement (which breach that does not rise to the level of gross negligence in preventing unauthorized access to confidential Customer Data or NetSuite’s willful disclosure of such confidential Customer Data as described in Section 11.2). NetSuite’s indemnification obligations under this Section 11.2 are expressly premised upon Customer (a) promptly giving NetSuite notice of any such third party claim, suit, action, or proceeding; (b) giving NetSuite sole control of the defense and related settlement negotiations; and (c) promptly providing NetSuite with all reasonably available information and assistance necessary to perform NetSuite’s obligations under this Section 11.2.
Disclosure of Customer Data. Vaizva shall, at its own expense and subject to the limitations set forth in Section 4 and Section 5, defend Customer from and against any claims that arise out of or result directly from Vaizva’s gross negligence or willful misconduct in preventing unauthorized access to confidential Customer Data, as determined by 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 claims. When Vaizva is at fault but such fault does not rise to the level of gross negligence or willful misconduct, Vaizva shall, at its own expense and subject to the limitations set forth in this Section 5 and on the amount of liability set forth in Section 4 applicable in the event of a breach of Section 2.8, 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 Vaizva’s breach of Section 2.8 (Confidentiality) of this Terms of Service. Provided that Vaizva complies with this Section 5.2, 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. If the Supplier collects Customer Data in connection with its performance of this Contract, the Supplier may (a) disclose Customer Data to its Personnel but only to those who need to know for the purposes of carrying out its obligations under this Contract and who have agreed in writing to be bound by confidentiality terms that are no less restrictive than the requirements of this Clause 12; and
Disclosure of Customer Data. 3.1 Both parties agree not to disclose or allow access to Customer Data other than to its employees, consultants, advisors or third parties who are engaged in the performance of this agreement.
Disclosure of Customer Data. OnAsset shall, at its own expense and subject to the limitations set forth in Section 4 and Section 5, defend Customer from and against any claims that arise out of or result directly from OnAsset’s gross negligence or willful misconduct in preventing unauthorized access to confidential Customer Data, as determined by 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 claims. When OnAsset is at fault but such fault does not rise to the level of gross negligence or willful misconduct, OnAsset shall, at its own expense and subject to the limitations set forth in this Section 5 and on the amount of liability set forth in Section 4 applicable in the event of a breach of Section 2.8, 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 OnAsset’s breach of Section 2.8 (Confidentiality) of this Terms of Service. Provided that OnAsset complies with this Section 5.2, 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.
