Enviro. Clean shall indemnify and hold harmless B2B and its officers, directors and employees ("B2B Indemnitees") from and against, and shall reimburse them for, any losses, claims, damages and liabilities (including costs and expenses attendant thereto, including reasonable attorneys' fees) which may be sustained, suffered or incurred by the B2B Indemnitees, arising from or in connection with (i) the breach of any of Enviro-Clean's representations, warranties or covenants contained in this Agreement, (ii) any content presented on the EC Site, except to the extent such content was provided by B2B or (iii) the operation of the EC Site, including without limitation, improper use of software and infringement of patents or other intellectual property.
Enviro. Clean shall provide B2B with a full copy of its product offerings and inventory database in electronic format, together with weekly updates, including any EC Products that are not offered by EC through the EC Site. Enviro-Clean shall cooperate with B2B, and take all necessary action directed by B2B, to ensure that electronic data, including components of the EC Site, such as HTMLs, needed to feature, depict and otherwise describe all available EC Products are made available at the B2B Site without the need for hyperlinking or other customer action that would take the customer outside of the B2B Site.
Enviro. Clean shall supply, package and ship, or cause its vendors to supply, package and ship, to B2B's customers all EC Products purchased through the B2B Site and shall use its commercial best efforts to ensure that each order is processed and shipped within one business day from the date it is placed through the B2B Site. Enviro-Clean shall be responsible for the payment of all costs to vendors, suppliers, packagers and carriers. Enviro-Clean shall use (and shall instruct its vendors to use) such carriers as directed by B2B for the delivery to customers of EC Products purchased through the B2B Site. Enviro-Clean shall deliver to B2B written notice of any shipping rate changes and the effective date of such changes as soon as practicable after notification of Enviro-Clean of same by carriers. Enviro-Clean shall report lost shipments when reported by carrier, to the extent to which said carrier notifies Enviro-Clean. Enviro-Clean shall provide support for tracking shipments made via carrier that has tracking capabilities (e.g. Federal Express). B2B shall obtain title to each EC Product once it is placed in the possession of a carrier.
Enviro. Clean will timely supply B2B, in a form acceptable to B2B, with all data necessary for B2B to perform the Vendor Management Services. It is the sole responsibility of Enviro-Clean to insure the completeness and accuracy of such data. B2B acknowledges that all records, data, files and other input material relating to Enviro-Clean are confidential and shall take reasonable steps to protect the confidentiality of such records, data, files and other materials. B2B will provide reasonable security safeguards to limit access to Enviro-Clean's files and records to Enviro-Clean and other authorized parties. B2B will take reasonable steps to protect against the loss or alteration of Enviro-Clean's files, records and data retained by B2B, but Enviro-Clean recognizes that events beyond the control of B2B may cause such loss or alteration. B2B will maintain backup file(s) containing all the data, files and records related to Enviro-Clean. Enviro-Clean's file(s), records and data shall, at no cost to Enviro-Clean, be released to Enviro-Clean on an occurrence that renders B2B unable to perform hereunder, or upon the termination of this Agreement as provided herein. B2B acknowledges that all records, data, files and other input material relating to Enviro-Clean and its customers are the exclusive property of Enviro-Clean. Notwithstanding the foregoing, B2B may use such information for the compilation of general demographic statistics that it may use to attract other vendor management services clients or advertisers.
Enviro. Clean represents and warrants that:
(i) The EC Products and EC's delivery of the services contemplated by Section 2 and use of the services contemplated by Section 3 of this Agreement do not and will not, during the term of this Agreement, violate any applicable laws or regulations.
(ii) Enviro-Clean owns or has the right to use all material contained in the EC Site, including all text, graphics, sound, video, programming, scripts and applets; and
(iii) The production, distribution and transmission of the EC Site, or any information or materials contained in it does not: (A) infringe or misappropriate any copyright, patent, trademark, trade secret or any other proprietary rights of a third party; or (B) constitute false advertising, unfair competition, defamation, an invasion of privacy or violate a right of publicity.
Enviro. Clean shall deliver to B2B within 10 days of the end of each month an invoice in an amount equal to the Enviro-Clean Costs (as defined below) setting forth for each of the categories of EC Products listed on Schedule 1 ("Categories")
Enviro. Clean may terminate this Agreement upon ten days prior written notice if it experiences Repeated Unavailability of the Vendor Management Services. "Repeated Unavailability" shall mean the unavailability of the Vendor Management Services to process orders placed through the EC Site for a sustained period of four or more hours on three or more occasions during any one calendar month, excluding unavailability as a result of regularly scheduled system maintenance, failures wholly related to error or omission by Enviro-Clean, web hosts, system integrators or communications service providers other than B2B or entities hired or contracted by B2B or Enviro-Clean in connection with the Vendor Management Services, and regional or national Internet or communications outages outside the control of B2B. In no event will B2B be liable to any third party for any claims arising out of or related to Repeated Unavailability for any lost revenue, lost profits, replacement goods, loss of technology, rights or services, incidental, punitive, indirect or consequential damages, loss of data, or interruption or loss of use of service or Enviro-Clean's business, even if advised of the possibility of such
Enviro. Engineer
Enviro. Clean may terminate this Agreement upon ten days prior written notice if it experiences Repeated Unavailability of the Vendor Management Services. "Repeated
Enviro. Clean shall be responsible for obtaining, at its cost and expense, all consents of its primary vendors necessary for the integration of systems and for the transactions contemplated by this Agreement.
