Please read this affiliate program agreement carefully
This is a contract between you (the “Affiliate”) and us (“Alibi Music” or “Alibi”). It describes how we will work together and other aspects of our business relationship. The Alibi Music Affiliate Program Agreement (“Agreement”) applies to your participation in our affiliate program (the “Affiliate Program”).
The Agreement applies to your participation in our Affiliate Program. We periodically update these terms. We might also choose to replace these terms in their entirety if, for example, the Affiliate Program changes, ends, or becomes part of another program. If we update or replace these terms, we will let you know via electronic means, which may include an in app notification or by email. If you do not agree to the update or replacement, you may choose to terminate as we describe below.
“Affiliate Program” means our affiliate program as described in this Agreement.
“Affiliate Assets” means the assets that we make available to you upon your acceptance into the Affiliate Program and for you to use in order to participate in the Affiliate Program.
“Affiliate Lead” means a customer prospect who clicks on the Affiliate Link that we have made available to you.
“Affiliate Link” means the unique tracking link you place on your site or promote through other channels.
“Affiliate Policies” means the policies applicable to affiliates which we may make available to you from time to time.
“Agreement” means this Affiliate Program Agreement and all materials referred or linked to in this Agreement.
“Alibi Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our services.
“Alibi Products” means the tracks of music and/or sound effects (SFX) available for license from Alibi Music as well as the licensing formats, including subscriptions and individual licenses which may be accessed at www.AlibiMusic.com for a complete, online licensing transaction.
“Commission” means an amount described in the Affiliate Policies for each Customer Transaction.
“Customer” means the authorized actual user of Alibi Products who has purchased the Alibi Products after being an Affiliate Lead.
“Customer Transactions” means those transactions by Affiliate Leads that are eligible for Commission pursuant to the “Customer Transactions” section of this Agreement. Customer Transactions refer only to a purchase by the Customer.
“Customer Data” means all information that Customer submits or collects via the Alibi Products.
“Affiliate Policies Page” means the landing page: https://www.alibimusic.com/affiliates/policies where we will provide all the up to date guidelines and policies for the Affiliate Program.
“We”, “us”, “our”, Alibi Music and Alibi means Alibi Music, LP.
“You” and “Affiliate” means the party, other than Alibi, entering into this Agreement and participating in the Affiliate Program.
This agreement does not create an exclusive agreement between you and us. Both you and we have the right to recommend similar products and services of third parties and to work with other parties in connection with the licensing and use of similar services and products of third parties.
Once you complete an application to become an affiliate, we will review your application and notify you whether you have been accepted to participate in the Affiliate Program, or not. Before we accept an application, we may want to review your application with you, so we may reach out to you for more information. We may require that you complete certain requirements or certifications before we accept your application. If we do not notify you that you are accepted to participate in the Affiliate Program within thirty (30) days from your application, your application is considered to be rejected. If you are accepted to participate in the Affiliate Program, then upon notification of acceptance, the terms and conditions of this agreement shall apply in full force and effect, until terminated, pursuant to the terms set forth below . Further, you will need to complete any enrollment criteria set out in the Affiliate Policies page, if applicable. Failure to complete any enrollment criteria within thirty (30) days of your acceptance will result in the immediate termination of this Agreement and you will no longer be able to participate in the Affiliate Program. You will comply with the terms and conditions of this agreement at all times, including any applicable Affiliate Policies.
Affiliate Program Limits. Each accepted Affiliate Lead will expire according to the information provided in the Affiliate Policies from the date the Affiliate Lead clicked on the Affiliate link that was made available by you. We will pay you a Commission as described in the Affiliate Policies for each new Customer who completes an applicable Customer Transaction after clicking on an Affiliate Lead made available by you, provided that you remain eligible to receive Commission pursuant to the terms of this Agreement. The start of the Customer’s subscription is determined by the date of the first purchase of an Alibi subscription by the Customer; if that purchase is for one month, you will only receive commission on the first monthly payment by the Customer, regardless of how many monthly payments the Customer makes. You will receive Commission on any additional ecommerce purchases made by the Customer prior to the expiration of the Affiliate Lead.
Eligibility. To be eligible for Commissions (i) an Affiliate Lead must be accepted and valid in accordance with the ‘Acceptance and Validity’ section (ii) a Customer Transaction must have occurred between the date the Customer first visited the Alibi Music website by way of the Affiliate Link and the number of days stated in the Affiliate Policies at the time of the first visit. In the event that the Customer first visits the Alibi Website after termination of this agreement, any transactions by the Customer shall not be eligible for Commissions. You are not eligible to receive commission if: (i) such compensation is disallowed or limited by federal, state or local law or regulation in the United States or the laws and regulations of your jurisdiction; (ii) the applicable Customer objects to or prohibits such compensation or excludes such compensations from its payments to us; (iii) the Customer has paid or will pay such commissions, referral fees, or other compensation directly to you, (iv) the Commission payment has been obtained by fraudulent means, misuse of the Affiliate Link, in violation of any Affiliate Policies that we may available to you, or any other means that we deem to breach the spirit of the Affiliate Program.
Acceptance and Validity. You will be eligible for a Commission payment for any customer transactions that derived from Affiliate Leads generated by the Affiliate Link that we make available to you and are accepted by Alibi. An Affiliate Lead will be considered valid and accepted, if in our reasonable determination: (i) it is a new potential customer of ours, and (ii) is not, at the time of submission or 60 days prior, one of our pre-existing customers, or involved in our active sales process. Notwithstanding the foregoing, we may choose not to accept an Affiliate Lead in our reasonable discretion. If an Affiliate Lead does not purchase a music license or a subscription within the time period described in the Affiliate Policies of their first click on the Affiliate Link, you will not be eligible for a Commission payment, even if the Affiliate Lead decides to purchase after the time period has expired. An Affiliate Lead is not considered valid if its first click on the Affiliate Link is after this Agreement has expired or terminated. Once we have received the Affiliate Lead information, we may elect to engage with the prospect directly, regardless of whether or not the Affiliate Lead is valid. If the Affiliate Lead is not valid, then we may choose to maintain it in our database and we may choose to engage with such Affiliate lead. Any engagement between Alibi and an Affiliate Lead will be at Alibi’s discretion.
Commission and Payment. In order to receive payment under this agreement you must have: (i) agreed to the terms of this Agreement; (ii)completed all steps necessary to create your account in accordance with our directions, (iii) have a valid and up-to-date payment method registered with Alibi, (iv) completed any and all required tax documentation in order for Alibi to process any payments that may be owed to you.
Requirements for Payment: Forfeiture. Notwithstanding the foregoing or anything contrary in this Agreement, if any of the requirements set forth in Section 4 of this agreement remain outstanding for six (6) months immediately following the close of a Customer Transaction, then your right to receive a Commission arising from any and all Customer Transactions with the associated Customer will be forever forfeited (each, a “Forfeited Transaction”). We will have no obligation to pay you a Commission associated with a Forfeited Transaction. Once you comply with the requirements in Section 4 of this Agreement, then you will be eligible to receive Commission on Customer Transactions, as long as these Customer Transactions do not involve the same Customer associated with a Forfeited Transaction.
Commission Payment. We will determine the currency in which we pay the Commission, as well as the applicable conversion rate. We will not pay more than one Commission payment or other similar referral fee on any given Customer Transaction (unless we choose to in our discretion). You are responsible for payment of all taxes and fees (including bank fees) applicable to the Commission. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us. We reserve the right to alter or change the commission amount.
You grant to us a nonexclusive, non-transferrable, royalty-free right to use and display your trademarks, service marks and logos (“Affiliate Marks”) in connection with the Affiliate Program and this Agreement. During the term of this Agreement, in the event that we make our trademark available to you, you may use our trademark as long as you follow the usage requirements in this section. You must: (i) only use the images of our trademark that we make available to you, without altering them in any way; (ii) only use our trademarks in connection with the Affiliate Program and this Agreement; (iii) comply with our Trademark Usage Guidelines; and (iv) immediately comply if we request that you discontinue use. You must not: (i) use our trademark in a misleading or disparaging way; (ii) use our trademark in a way that implies we endorse, sponsor or approve of your services or products; or (iii) use our trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.
Alibi’s Proprietary Rights. No license to any software is granted by this agreement. The Alibi Products are protected by intellectual property laws. The Alibi Products belong to and are the property of us or our licensors (if any). We retain all ownership rights in the Alibi Products. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on Alibi’s Content or Products in whole or in part by any means, except as expressly authorized in writing by us. If you wish to use Alibi’s Products you must obtain a license for such use, independent of this Agreement.
Customer’s Proprietary Rights. As between you and Customer, Customer retains the right to access and use the Customer portal associated with the Alibi Products. For avoidance of doubt, Customer will own and retain all rights to the Customer’s Data.
As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), (i) whether orally or in writing, that is designated as confidential, and (ii) a customer and prospect information, whether or not otherwise designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party without breach of any obligation owed to the Disclosing Party. The Receiving Party shall: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party, and (iv) limit access to confirmation of the Disclosing Party to its employees, contractors and agents. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state or local law, statute, rule or regulation, subpoena or legal process.
Opt Out and Unsubscribing
You will comply promptly with all opt out, unsubscribe, “do not call” and “do not send” requests. For the duration of this Agreement, you will establish and maintain systems and procedures appropriate to effectuate all opt out, unsubscribe, and “do not call” and “do not send” requests.
Term and Termination
Term. This agreement will apply for as long as you participate in the Affiliate Program, until terminated.
Termination. Both you and we may terminate this Agreement on fifteen (15) days written notice to the other party. Said termination may be with or without cause. Cause for termination includes a material breach of the Agreement, non-payment of any amounts due to us, or a change in this Agreement. We may terminate this agreement immediately if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
Effects of Expiration/Termination. Expiration or termination of this agreement shall not affect our obligation to pay you a commission, so long as the related payment by the Customer Transaction is recognized by us within ninety (90) days after the date of such termination or expiration. Except as expressly set forth in this section, you are not eligible to receive a Commission payment after expiration or termination of this Agreement. Upon termination or expiration, you will discontinue all use of and delete the Affiliate Link as well as use of Alibi Content, including our trademark, on your website or other materials. For avoidance of doubt, termination or expiration of this Agreement shall not cause a Customer’s subscription agreement to be terminated.
Affiliate Representations and Warranties
You represent and warrant that: (i) you have all sufficient rights and permissions to participate in the Affiliate Program and to provision Alibi with Affiliate Leads for our use in sales and marketing efforts or as otherwise set forth in this Agreement; (ii) your participation in this Affiliate Program will not conflict with any of your existing agreements or arrangements; and (III) you own or have sufficient rights to use and to grant to us our right to use the Affiliate Marks. You further represent and warrant that: (i) you will ensure that you are compliant with any trade or regulatory requirements that may apply to your participation in the Affiliate Program (for example, by clearly stating you are an Alibi Affiliate on any website(s) you own where you make an Affiliate Link available): (ii) you will accurately provide in the affiliate account information all websites and domains you own where you intend to use Affiliate Links to generate Affiliate Leads; (iii) you will not purchase ads that direct to your site(s) or through an Affiliate Link that could be considered as competing with Alibi’s own advertising, including, but not limited to, our branded keywords; (iv) you will not participate in cookie stuffing or pop-ups, false or misleading links are strictly prohibited; (v) you will not attempt to mask the referring URL information; (vi) you will not use your own Affiliate Link to purchase Alibi products for yourself; and (vii) you will not use any mechanisms to deliver leads other than through an intended customer. This includes leads through compilations of personal data such as phonebooks, using fake redirects or other tools or automation devises to generate leads (including but not limited to robots, IFrames, or hidden frames), or offering incentives to encourage purchases or signups.
You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action or proceeding (each, an “Action”) brought against us (and our officers, directors, employees, agents, service providers, licensors, partners and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) your participation in the Affiliate Program, (b) our use of the prospect data you provided us, (c) your noncompliance with or breach of this Agreement, (d) our use of the Affiliate Marks, or (e) your use of the Affiliate Tool. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make any admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
Disclaimers; Limitations of Liability
1 Disclaimer of Warranties: WE MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE ALIBI PRODUCTS, ALIBI CONTENT, THE AFFILIATE PROGRAM OR THE AFFILIATE TOOL FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) AND THE AFFILIATE TOOL MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE ALIBI PRODUCTS AND AFFILIATE TOOL ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE ALIBI PRODUCTS AND THE AFFILIATE TOOL, INCLUDING IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
2 No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.
3 Limitation of Liability. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL COMMISSION AMOUNTS YOU HAVE ACTUALLY EARNED FOR THE RELATED CUSTOMER TRANSACTIONS IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.
4 Affiliate Assets. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THE AFFILIATE ASSETS THAT YOU USE. WE DO NOT PROMISE TO MAKE THE AFFILIATE ASSETS AVAILABLE TO YOU, AND WE MAY CHOOSE TO DO SO, OR NOT TO DO SO, IN OUR DISCRETION.
5 Cookie Duration. COOKIES USED AS PART OF THE AFFILIATE ASSETS HAVE A SET DURATION. IF A POTENTIAL CUSTOMER CLEARS THEIR COOKIES DURING THIS PERIOD, WE SHALL NOT BE LIABLE FOR ANY COMMISSIONS THAT MAY HAVE BEEN OWED TO YOU.
1 Amendment; No Waiver. We may update and change any part or all of this Agreement, including by replacing it in its entirety. If we update or change this Agreement, the updated Agreement will be made available to you by email and/or access at NEED WEB ADDRESS FOR AFFILIATE AGREEMENT AND POLICIES. The updated Agreement will become effective and binding on the next business day after we have notified you. When we change this Agreement, the “Last Modified” date above will be updated to reflect the date of the most recent version. We encourage you to review this Agreement periodically. If you don’t agree to the update, change or replacement, you can choose to terminate as we describe above. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be. A waiver of any right or remedy on any future occasion.
2 Applicable Law. This agreement shall be governed by the laws of the Commonwealth of Pennsylvania, without regard to the conflict of laws provisions thereof. In the event either of us initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the state and federal courts in Allentown, Pennsylvania.
3 Force Majeure. Neither party will be responsible for failure or delay of performance if caused by an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party, government restrictions; and other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
4 Actions Permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this agreement may be brought by either party more than one (1) year after the cause of action has accrued.
5 Relationship of the Parties. Both you and we agree that no joint venture, partnership, employment or agency relationship exists between you and us as a result of this Agreement.
6 Compliance with Applicable Laws. You shall comply and shall ensure that any third parties performing sales or referral activities on your behalf, comply with all applicable foreign and domestic laws (including without limitation export laws and laws applicable to sending out unsolicited email), governmental regulations, ordinances, and judicial administrative orders. You shall note engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers or to the public. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to Alibi Products.
7 Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
8 Notices. Notice will be sent to the contact address set forth herein (as such may be changed by notice given to the other party), and will be deemed delivered as of the date of actual receipt. To Alibi: Alibi Music, LP, 1874 Catasauqua Rd. #215, Allentown, PA 18109, U.S.A. Attention: Legal Department.
To you: your address as provided in our affiliate account information for you.
We may give electronic notices specific to you by your e-mail address(es) on record in our affiliate account information for you. We may give notice to you by telephone calls to the telephone numbers on record in our affiliate account information for you.
9 Entire Agreement. This Agreement is the entire agreement between us for our Affiliate Program and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional different terms proposed by you, including those contained in your purchase order, acceptance or website. Our obligations are not contingent on the delivery of any future functionality or features of Alibi Products or dependent on any oral or written public comments made by us regarding future functionality or features of Alibi Products. It is the express wish of both you and us that this Agreement be drawn up in English.
10 Assignment. You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or operation of law, without our prior written consent. We may assign this Agreement to any affiliate or in the event of a merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
11 GDPR Data Processing. If you are processing personal data of residents of the European Economic Area in connection with the Alibi Affiliate Program, you agree to the terms of Exhibit A, GDPR Data Processing Addendum, attached hereto and made a part hereof.
12 No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
13 Affiliate Policies. We may change the Affiliate Policies from time to time. Your participation in the Affiliate Program is subject to the Affiliate Policies, which are incorporated herein by reference and are fully stated and from time to time updated at Need URL for Affiliate Agreement and Policies.
14 No Licenses. We grant to you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to us, the Alibi Products, our trademarks or any other property right of ours.
15 Sales by Alibi. This Agreement shall in no way limit our right to sell the Alibi Products, directly or indirectly, to any current or prospective customers.
16 Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.
17 Survival. The following sections shall survive the expiration or termination of this Agreement: ‘Commission and Payment’, ‘Proprietary Rights’, ‘Confidentiality’, ‘Effects of Termination/Expiration’, ‘Indemnification’, ‘Disclaimers; Limitations of Liability’, ‘Non-Solicitation’ and ‘General’.
Alibi – GDPR Date Processing Addendum (Affiliates)
This Data Processing Addendum (“Addendum”) sets out the terms that apply between Alibi and Affiliate when processing EEA personal data in connection with the Affiliate Program. This Addendum forms part of the Affiliate Program Agreement. Capitalized terms used in this Addendum shall have the meanings given to them in the Affiliate Program Agreement (the “Agreement”) unless otherwise defined in this Addendum.
Definitions: (a) “controller”, “processor”, “data subject”, and “processing” (including “process”) shall have the meanings given to them in Applicable Data Protection Law; (b) “Applicable Data Protection Law” means any and all applicable privacy and data protection laws and regulations applicable to the Personal Data in question, including, where applicable, EU Data Protection Law (in each case, as may be amended, superseded or replaced from time to time); (c) “EU Data Protection law” means (i) the EU General Data Protection Regulation (Regulation 2016/679) (“GDPR”); and (ii) the EU e-Privacy Directive (Directive 2002/58/EC); and (iii) any national data protection laws made under or pursuant to clause (i) or (ii); and (d) “Personal Data” means any information relating to an identified or identifiable natural person to the extent that such information is protected as personal data under Applicable Data Protection Law.
Purposes of Processing. The parties acknowledge that in connection with the Marketing Affiliate Program, each party may provide or make available to the other party Personal Data. Each party shall process such data: (a) for the purposes described in the Agreement; and/or (b) as may otherwise be permitted under Applicable Data Protection Law.
Relationship of the Parties. Each party will process the copy of the Personal Data in its possession or control as an independent controller (not as a joint controller with the other party). For the avoidance of doubt and without prejudice to the foregoing, Alibi shall be an independent controller of any Personal Data that it receives or shares with Affiliate in connection with the Affiliate Program.
Compliance with Law. Each party shall separately comply with its obligations under Applicable Data Protection Law and this Addendum when processing Personal Data. Neither party shall be responsible for the other party’s compliance with Applicable Data Protection Law. In particular, each party shall be individually responsible for ensuring that its processing of the Personal Data is lawful, fair and transparent, and shall make available to data subjects a privacy statement that fulfils the requirements of Applicable Data Protection Law.
International Transfers. Where Applicable Data Protection Law in the European Economic Area (“EEA”, and/or its member states, United Kingdom, and/or Switzerland (collectively for the purposes of this Addendum, the “EU”), applies to the Personal Data (“EU Personal Data”), neither party shall process any EU Personal Data (nor permit any EU Personal Data to be processed) in a territory outside of the EU unless it has taken such measures as are necessary to ensure the transfer is in compliance with Applicable Data Protection Law. To the extent an Affiliate transfers EU Personal Data to Alibi and Alibi is located in a territory outside the EU that does not provide adequate protection for Personal Data (as determined by Applicable Data Protection Law), Alibi agrees to abide by and process such EU Personal Data in accordance with the Standard Contractual Clauses for Controllers as approved by the European Commission and available at http://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX%3A32004D0915 (as amended, superseded, or updated from time to time) (“Model Clauses”), which are incorporated by reference in, and form an integral part of, this Addendum. Alibi agrees that it is a “data importer” and the Affiliate is the “data exporter” under the Model Clauses (notwithstanding that Alibi may be an entity located outside of the EEA).
Security. Each party shall implement and maintain all appropriate technical and organizational measures to protect any copies of the Personal Data in their possession or control from (a) accidental or unlawful destruction, and (b) loss, alteration, or unauthorized disclosure or access (a “Security Incident”), and to preserve the security and confidentiality of such Personal Data. Each party shall notify the other party without undue delay on becoming aware of any breach of EU Data Protection Law/Applicable Data Protection Law.