18. . Vendor have a tendency to protect, indemnify, and keep simple JVZoo, new Affiliates, as well as their affiliates, directors, employees, representatives, successors and assigns from and facing all states, strategies, losses, liability, problems, costs, and you may costs (in addition to reasonable attorneys’ fees and expenditures) (collectively «Claims») as a result of, regarding otherwise with the any acts or omissions off Provider, new offer, purchases, or usage of some of Seller’s goods and services (and additionally any Real Circumstances), one infraction on the Agreement by the Supplier, or one violation by the Vendor of every representations or guarantees contains herein. JVZoo reserves the best, at the Seller’s costs, to assume brand new exclusive shelter and you can control over one count or even subject to indemnification by Merchant hereunder. Vendor hereby recognizes that the Associates are intended third party beneficiaries of foregoing indemnification obligations. Zero payment could be consummated without JVZoo’s display written consent, and this shall never be unreasonably withheld.

Within so it indemnification duty, JVZoo will feel the correct regarding offset up against one numbers due hereunder so you’re able to Vendor for any indemnification loans established significantly more than

Supplier usually quickly alert JVZoo of every most recent, upcoming, otherwise prospective legal action against it of the an authorized to have issues in accordance with JVZoo, the fresh User Program, this Contract, or one advice offered inside commitment therewith (otherwise one mixture of the foregoing) if the exact same appears.

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 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 best online dating sites for 40 year olds 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.