5. The Clients shall indemnify and keep Fournaise and the Consultants indemnified at all times against any and all claims, actions, proceedings, damages, costs, charges and expenses (including without limitation legal fees) incurred or suffered by Fournaise or the Consultants in connection with the provision of the Services to the Clients and/or in connection with a breach of these Terms and Conditions by the Clients. Where Fournaise assists the Client by registering in the Client’s name such domain name(s) selected by the Client as part of the Service, the Client undertakes to fully indemnify Fournaise in respect of any liability to a third party arising out of such a registration.
6. The Vendors must deliver the Services to the full satisfaction of Fournaise. Fournaise reserves the right to immediately terminate Vendors Agreements in the case the Services are not delivered to the full satisfaction of Fournaise and/or in the case the projects for which the Vendors were appointed by Fournaise are cancelled and/or delayed for any reason whatsoever. The Vendors shall indemnify and keep Fournaise indemnified at all times against any and all claims, actions, proceedings, damages, costs, charges and expenses (including without limitation legal fees) incurred or suffered by Fournaise in connection with the provision of the Services by the Vendors to Fournaise and/or in connection with a breach of these Terms and Conditions by the Vendors.
7. Neither party (be it the Clients or Fournaise) shall, without the prior written consent of the other party, divulge or communicate to any person other than those whose province it is to know the same or with proper authority or for the purpose of enforcing these Terms and Conditions, or use or exploit for any purpose whatsoever any of the trade secrets or confidential knowledge or information or any financial or trading information relating to the other party, its business, processes, solutions and affairs. This restriction shall continue to apply after the expiration or sooner termination of these Terms and Conditions but shall cease to apply to information or knowledge, which was already publicly known at the time it was disclosed, which may properly come into the public domain through no fault of either party or which is required by any applicable law or regulation to be disclosed.
8. Neither party (be it the Vendors or Fournaise) shall, without the prior written consent of the other party, divulge or communicate to any person other than those whose province it is to know the same or with proper authority or for the purpose of enforcing these Terms and Conditions, or use or exploit for any purpose whatsoever any of the trade secrets or confidential knowledge or information or any financial or trading information relating to the other party, its business, clients, processes, solutions and affairs. This restriction shall cease to apply to information or knowledge, which was already publicly known at the time it was disclosed, which may properly come into the public domain through no fault of either party or which is required by any applicable law or regulation to be disclosed.
9. A Client Agreement signed and/or approved by a Client is not cancellable and must be paid in full by the Client. Registration for a Solution is not cancellable and must be paid in full by the Client. All content, design, pictures, logos, surveys, questionnaires, files, artworks, reports, presentations, information of any kind and data provided by the Clients to Fournaise for the purpose of the Services shall be the sole and exclusive responsibility of the Clients and shall solely belong to the Clients at all times. Fournaise does not allow the display of material on its network deemed to be either pornographic in nature, unsolicited email or spam, illegal in nature or fraudulent in nature, inciting or endorsing religious/ethnic intolerance or strife.
10. The Clients acknowledge and agree that all wTAMs®, concepts, ideas, content, tools, presentations, case studies, applications, pictures, data, source codes, structures, web and mobile designs, web and mobile templates, standard or customised CRM platforms, online games, eNewsletters, email templates, email platforms, technology, processes, hardware and software, materials, potential customer/lead databases, reports and intellectual property of any kind whatsoever relating directly or indirectly to the Services and the Solutions including but not limited to the Fournaise ROI Management Centre, documents and platforms marked or not marked with a Fournaise copyright (“IP Rights”) that are either owned, created, conceptualised, developed, brought, used, provided, hosted, handled or managed by Fournaise for the purpose of providing the Services shall be and shall remain the sole and exclusive property of Fournaise at all times, and the Clients shall not have access to or any rights over the IP Rights (including but not limited to reproduction and usage, even partial).
11. The Vendors acknowledge and agree that all concepts, ideas, content, tools, applications, data, source codes, structures, technology, processes, hardware and software, materials and intellectual property of any kind whatsoever relating directly or indirectly to the Services including but not limited to documents and online platforms marked with a Fournaise copyright (“IP Rights”) that are either owned, created, conceptualized, brought, provided or briefed by Fournaise for the purpose of the Services shall be the sole and exclusive property of Fournaise and the Vendors shall not have access to or any rights over the IP Rights (including but not limited to reproduction and usage, even partial) unless they have been specifically granted in writing by Fournaise.
12. Materials Policy. In connection with User Submissions of material on the Solutions by the Clients and/or the Clients’ agents/partners, the Clients further agree that they will not:
(i) submit and/or load and/or display material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless the Clients are the owner of such rights or have permission from their rightful owner to post the material and to grant Fournaise all of the license rights granted herein;
(ii) publish falsehoods or misrepresentations that could damage Fournaise or any third party;
(iii) submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate;
(iv) post advertisements or solicitations of business;
