18. . Provider often protect, indemnify, and keep simple JVZoo, the brand new Associates, in addition to their affiliates, directors, personnel, agencies, successors and you will assigns of and you can facing all of the says, measures, loss, responsibility, problems, costs, and expenses (together with reasonable attorneys’ charge and you can costs) (with each other “Claims”) arising from, pertaining to otherwise of this any acts otherwise omissions out-of Seller, the brand new offer, marketing, or entry to any one of Seller’s goods and services (and additionally any Physical Products), any breach regarding the Arrangement by Provider, or people infraction from the Provider of any representations or guarantees contains here. JVZoo reserves the proper, from the Seller’s expense, to assume the newest personal safeguards and you will command over one count if not subject to indemnification by Seller hereunder. Vendor hereby acknowledges that the Affiliates are made 3rd party beneficiaries of the foregoing indemnification obligation. No payment is generally consummated versus JVZoo’s show composed agreement, hence shall never be unreasonably withheld.
As an element of so it indemnification responsibility, JVZoo shall have the correct away from counterbalance against people amounts owed hereunder to help you Vendor when it comes to indemnification financial obligation set forth above
Supplier often immediately alert JVZoo of every newest, upcoming, otherwise prospective legal action facing they because of the a 3rd party getting matters in accordance with JVZoo, the brand new Associate System, so it Contract, otherwise one suggestions offered in the connection therewith (or any blend of this) in the event the exact same comes 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. Eu 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.
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