18. . Vendor tend to protect, indemnify, and keep harmless JVZoo, brand new Associates, and their associates, directors, teams, agencies, successors and assigns of and you can up against all says, tips, loss, liability, damage, will set you back, and you will expenses (also practical attorneys’ charges and you may expenditures) (along «Claims») due to, about or of the people serves or omissions out of Supplier, the brand new advertising, sales, otherwise use of any one of Seller’s products or services (along with any Real Circumstances), one violation of the Agreement from the Supplier, otherwise people infraction from the Vendor of every representations otherwise warranties contained here. JVZoo supplies suitable, during the Seller’s expense, to imagine the brand new exclusive coverage and you will power over one count if you don’t at the mercy of indemnification because of the Vendor hereunder. Provider hereby acknowledges your Associates developed third party beneficiaries of the foregoing indemnification responsibility. Zero payment is generally consummated instead of JVZoo’s express written agreement, and this will not be unreasonably withheld.
Included in which indemnification responsibility, JVZoo should have the best away from offset against one quantity owed hereunder so you’re able to Merchant the indemnification debt established more than
Seller usually instantaneously alert JVZoo of every most recent, coming, otherwise possible suit against it of the an authorized having things in accordance with JVZoo, the fresh new Member System, this Contract, or people information http://www.hookupwebsites.org/pl/muzulmanskie-randki/ provided into the connection therewith (otherwise people blend of this) when the same pops up.
Indemnity
19. Confidentiality. Subject to the Privacy Policy set forth on the Site, in the course of this Agreement, each party may have access to confidential and proprietary information («Confidential Information») relating to the Seller, JVZoo or Affiliates. Each party agrees not to disclose or disseminate the Confidential Information without prior express written consent from the relevant party to whom such Confidential Information relates, except to the extent required by law. The term «Confidential Information» shall include, without limitation, the terms of this Agreement (including pricing and payments) and information regarding existing or contemplated services, products, Affiliates, Sellers, processes, techniques, advertising or know-how, or any information or data developed pursuant to the performance of the services. However, Confidential Information shall not include information that is or becomes part of the public domain through no action or omission of the receiving party, that becomes available to the receiving party from third parties without such receiving party’s knowledge of any breach of fiduciary duty, or that the receiving party had in its possession prior to the date of this Agreement. Notwithstanding the foregoing, in no event shall the ratings published by JVZoo on the Site or the Seller’s sales information and general performance data for Seller’s participation in the Affiliate Program be deemed Confidential Information.
20. European union Personal information. As of , You agree that at any time when You have not accepted the JVZoo Data Processing Addendum (or when it is not in full force and effect for any other reason), You shall be prohibited from Processing Client Personal Data regulated by EU Data Protection Laws (all capitalized references in this Section 20 and not otherwise defined in this Agreement shall have the meaning defined in the said Addendum), including, but not limited to, the EU General Data Protection Regulation) or requesting that JVZoo Process such Client Personal Data on your behalf, and shall be obligated to immediately cease and desist from any such Processing activities, for as long as the said Addendum is not in full force and effect. You agree to indemnify and hold harmless JVZoo and its officers, directors, employees, agents, affiliates, successors, and permitted assigns against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind which JVZoo may sustain as a consequence of the breach by You of Your obligations pursuant to this paragraph. For the sake of clarity, in the context of performing the services contemplated herein, JVZoo is acting as a Processor and you are acting as a Controller.