1. CONFIDENTIAL INFORMATION.
(a) Confidentiality. The Company does not collect information from the Customer until a purchase has been procured through this website. Until such procurement, no information entered on this form is transmitted or gleanable by outside sources or parties. After a purchase is procured, the Company may have access to or receive certain information of or about the Customer that the Customer designates as confidential or that, under the circumstances surrounding disclosure, ought to be treated as confidential by the Company (“Confidential Information”). The Company will treat the Confidential Information as confidential and will not disclose it to any third party or use it for any purpose but to fulfill its obligations in this agreement. In addition, the Company shall use due care and diligence to prevent the unauthorized use or disclosure of such information.
(b) Exceptions. The obligations and restrictions in subsection (a) do not apply to that part of the Confidential Information the Company demonstrates:
(i) was or becomes generally publically available other than as a result of a disclosure by the Company in violation of this agreement;
(ii) was or becomes available to the Company on a non-confidential basis before its disclosure to the Company by the Customer, but only if:
A. the source of such information is not bound by a confidentiality agreement with the Customer or is not otherwise prohibited from transmitting the information to the Company by a contractual, legal, fiduciary, or other obligation.
(iii) legally compelled (by oral questions, interrogatories, requests for information or documents, subpoena, or Court Order. However, the Company shall:
A. provide the Customer with prompt notice of these requests or requirements before making a disclosure so that the Customer may seek an appropriate protective order or other appropriate remedy; and
(iv) was developed by the Company independently without breach of this agreement.
(c) Remedy. Money damages may not be a sufficient remedy for any breach of this section by the Company and, in addition to all other remedies, the Customer may seek (and may be entitled to) as a result of such breach, specific performance and injunctive or other equitable relief as a remedy.
(a) Of Company by Customer. At all times after the effective date of this agreement, the Customer shall indemnify the Company and its officers, members, managers, employees, agents, contractors, sublicensees, affiliates, subsidiaries, successors, and assigns (collectively, the “Company Indemnitees”) from all Claims that the Company Indemnitees may incur arising from:
(i) the Customer’s breach or alleged breach of, or its failure or alleged failure to perform under, any agreement to which it is a party; or
(ii) the Customer’s breach of any of its obligations or representations under this agreement. However, the Customer is not obligated to indemnify the Company if any of these claims result from the Company’s own actions or inactions.