Security Claims. ShopHero will, at its expense, defend or settle any third-party claim against Merchant-User caused by ShopHero’s failure to comply with Section 8.2 (Security Measures) to the extent such failure results in a confirmed, unauthorized acquisition by a third-party of Merchant Data provided by Merchant-User to ShopHero in connection with the Agreement (“Security Claim”). In addition, ShopHero will pay: (A) any ShopHero–negotiated settlement amounts (to the extent ShopHero is permitted to settle); and (B) any damages finally awarded by a court, to the extent directly attributable to ShopHero’s non-compliance.
Security Claims. Company will, at its expense, defend or settle any third-party claim against Client caused by Company’s failure to comply with Section 7(a) (Compliance with Privacy Laws), 6(b) (Security Measures) to the extent such failure results in a confirmed, unauthorized acquisition by a third-party of Personal Data directly provided by Client to Company (“Security Claim”). Company will pay Client the losses that are directly attributable to a Security Claim and are either finally awarded by a court of competent jurisdiction against Client; assessed by a government agency or regulator; or agreed to in a written settlement agreement signed by Company.
