18. . Provider have a tendency to protect, indemnify, and you will keep harmless JVZoo, the new Affiliates, as well as their affiliates, administrators, employees, agents, successors and you can assigns from and you can up against all the claims, steps, losings, accountability, damages, will cost you, and costs (and practical attorneys’ charge and you may expenditures) (collectively “Claims”) due to, associated with otherwise regarding the any serves or omissions regarding Merchant, brand new post, product sales, otherwise usage of some of Seller’s products or services (and people Physical Things), any infraction associated with Arrangement because of the Merchant, or any violation by Supplier of any representations or warranties contained here. JVZoo reserves suitable, within Seller’s expense, to visualize brand new personal defense and command over one matter otherwise susceptible to indemnification by the Vendor hereunder. Merchant hereby understands your Associates were created third party beneficiaries of one’s foregoing indemnification obligations. No payment is generally consummated versus JVZoo’s show created authorization, and this will not unreasonably withheld.
Within which indemnification obligations, JVZoo shall feel the proper regarding offset against any quantity due hereunder so you’re able to Provider for any indemnification financial obligation established more than
Merchant usually instantly notify JVZoo of any current, impending, otherwise possible legal action up against it by an authorized to have things relating to JVZoo, the latest Associate System, which Agreement, otherwise any information offered for the connection therewith (otherwise any mix of this) when the same comes up.
Indemnity
19. Privacy. 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 data. 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.