18. . Merchant usually guard, indemnify, and you can keep simple JVZoo, the latest Associates, in addition to their affiliates, directors, team, agents, successors and you may assigns of and facing all claims, actions, losings, accountability, problems, costs, and you may expenditures (and additionally realistic attorneys’ charge and you may costs) (together «Claims») arising from, connected with otherwise associated with the one acts or omissions off Supplier, the offer, sale, otherwise accessibility any of Seller’s goods and services (and additionally one Real Issues), people breach on the Agreement of the Supplier, or people violation from the Supplier of any representations otherwise warranties contained here. JVZoo supplies the proper, on Seller’s bills, to imagine the newest personal safety and you will power over one matter if not susceptible to indemnification because of the Merchant hereunder. Supplier hereby understands that the Associates were created alternative party beneficiaries of the foregoing indemnification duty. No settlement is generally consummated instead of JVZoo’s share authored agreement, and this shall not unreasonably withheld.
As an element of which indemnification duty, JVZoo should have the best from offset against any amounts due hereunder in order to Supplier for your indemnification debt set forth significantly more than
Vendor often instantaneously notify JVZoo of every newest, impending, otherwise prospective suit facing they of the a 3rd party to possess issues per JVZoo, new Associate Program, this Agreement, or any advice given for the connection therewith (otherwise people mix of the foregoing) if exact same pops 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 pes seznamovacГ weby. 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. Eu 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.