
| ix) The Data Processor shall inform the Data Controller if, in its opinion, an instruction of the Data Controller infringes the Applicable Data Protection Laws. g) The Data Processor will not process data in, or transfer Personal Data to an affiliate in, a Third Country unless the Data Processor (or its affiliate (as applicable) which will be processing the Personal Data in such Third Country) complies with the data importer’s obligations set out in the Standard Contractual Clauses (Controller to Processor) as set out in the Commission Decision of 5 February 2010 (C(2010) 593) (as amended, updated or replaced from time to time (“Model Clauses”), which are hereby incorporated into and form part of this Agreement. The information set forth in paragraph (g) shall apply for the purposes of Appendix 1 to the Clause, and the Data Processor’s standard technical and organizational security measures will apply for the purposes of Appendix 2 to the Model Clauses. Data Controller(s) will comply with the Data Exporter’s obligations in such Clauses. h) The Data Controller hereby grants the Data Processor general written authorisation to engage sub-processors on the condition that the Data Processor shall inform the Data Controller in writing of the use of such sub-processors. 12) Indemnity a) The Company shall indemnify and hold harmless Binance and its Affiliates, and their respective officers, directors, employees, agents, partners, contractors, successors and assigns (collectively, the “Binance Group”) from and against any and all demands, costs, expenses, losses, liabilities, obligations, settlement amounts, damages, fines, judgments, and penalties (collectively, “Expenses”), to which any such member of the Binance Group may become subject or incur including, reasonable legal and other professional fees incurred in investigating, defending or appealing pending or threatened claims, actions, suits, proceedings, arbitrations or causes of actions initiated by a third party (collectively, “Claims”), arising out of or relating to (whether directly or indirectly): (i) any breach of this Agreement or failure by the Company to carry out any representations, warranties, covenants, obligations or responsibilities hereunder; (ii) the Company’s failure to comply with applicable Laws; (iii) any introduction of any Harmful Code into the Platform by the Company; (iv) any allegation that the Tokens or any component of the System infringe, dilute or otherwise violate, trespass or in any manner contravene, breach or constitute the unauthorized use or misappropriation of, or conflict with any Intellectual Property Rights, or any other property right, of any third party, or (v) the recklessness, gross negligence, willful misconduct or fraud of the Company, its Affiliates or any Personnel thereof; provided that in each cases the Company shall have no liability in the case of Binance’s recklessness, gross negligence, willful misconduct, or fraud. Binance shall have the right to participate in the defense of any claim, action or proceeding, with counsel of its choice, and such participation shall not relieve the Company or the Project from their indemnification obligations hereunder. b) Binance shall indemnify and hold harmless Company and its Affiliates, and their respective officers, directors, employees, agents, partners, contractors, successors and assigns (collectively, the “Company Group”) from and against any and all demands, costs, expenses, losses, liabilities, obligations, settlement amounts, damages, fines, judgments, and penalties (collectively, “Expenses”), to which any such member of the Company Group may become subject or incur including, reasonable legal and other professional fees incurred in investigating, defending or appealing pending or threatened claims, actions, suits, proceedings, arbitrations or causes of actions initiated by a third party (collectively, “Claims”), arising out of or relating to (whether directly or indirectly): (i) any breach of this Agreement or failure by Binance to carry out any representations, warranties, covenants, obligations or responsibilities hereunder; (ii) Binance’s failure to comply with applicable Laws; (iii) any allegation that the Platform infringes, dilutes or otherwise violates, trespasses or in any manner contravenes, breaches or constitutes the unauthorized use or misappropriation of, or conflict with any Intellectual Property Rights, or any other property right, of any third party, or (iv) the recklessness, gross negligence, willful misconduct or fraud of Binance, its Affiliates or any Personnel thereof; provided that in each cases Binance shall have no liability in the case of Company’s recklessness, gross negligence, willful 12 |