These Supplemental Terms for Data Transfer are part of and are incorporated into the Master Subscription Agreement. All terms not defined herein have the meaning ascribed to them in the Master Subscription Agreement.
1. Definitions. When used in these Supplemental Terms for Data Transfer with the initial letters capitalized, in addition to the terms defined elsewhere in this Agreement, the following terms have the following meanings:
"Authorization" means any instruction, communication, or authorization manifesting Your intent to share Customer Data with a Connected Recipient, including but not limited to a Data Transfer Authorization Form.
"Authorized Recipient" is any Connected Recipient for which You have granted Authorization to Transfer Customer Data.
"Connected Recipient" is any third party that is currently a party to an agreement (a "Data Connection Agreement") with Us or with the Integration Processor pursuant to which the third party provides an opportunity for Us to Transfer Customer Data, either directly or indirectly through the Integration Processor, to said third party.
"Data Transfer Authorization Form" means Our generated data-transfer-authorization form(s) or Our online data-transfer-authorization document or process completed by You and authorizing Customer Data to be provided to the ISP specified by You therein.
"Integration Processor" means any third-party processor which is notified to You by Us in writing from time to time.
"Transfer" means the release, transfer, or provision of access to data.
2. Scope of Data Transfer Terms. All Transfer of Customer Data to Authorized Recipients is subject to and governed by these Supplemental Terms for Data Transfer. We have no obligation to transfer Customer Data to any third party that does not have a current Data Connection Agreement.
3. Data Connection Agreement with Connected Recipient. You acknowledge that: (a) You are neither a party to, nor a third-party beneficiary of, any Data Connection Agreement; (b) no Data Connection Agreement confers any rights or remedies on You; (c) any Data Connection Agreement may be terminated without prior notice to You; (d) if any third party's Data Connection Agreement is terminated, it will no longer be eligible to receive Customer Data; and (e) if a third party breaches a Data Connection Agreement, We may cease transferring Customer Data to that third party.
4. Data Transfer. You acknowledge that: (i) Customer Data Transfer requires a paid subscription to Services; (ii) Transfer is limited to the electronic method(s) of transmission covered by the Connected Recipient's Data Connection Agreement (e.g. certified API); and (iii) Transfer may be performed by the Integration Processor pursuant to Section 5 below.
5. Delegation; Subcontracting. We may perform Our obligations hereunder through the Integration Processor. For the sake of clarity, You consent to the Integration Processor: (i) collecting and processing Authorizations; and (ii) processing and Transferring Your Customer Data to Your Authorized Recipients.
6. Authorized Recipient Terms. You acknowledge that the Transfer of Your Customer Data to an Authorized Recipient may be subject to separate terms and conditions set by Authorized Recipient ("Authorized Recipient Terms"). You acknowledge that an Authorized Recipient may decline to receive any or all of the Customer Data, unless and until you accept the Authorized Recipient's Authorized Recipient Terms (if any). You understand and agree that We do not control the terms of any Authorized Recipient Terms. As between the parties, You are solely responsible for complying with the Authorized Recipient Terms (if any). You acknowledge that We have no obligation to monitor Your compliance or with any Authorized Recipient Terms. We shall have no liability for any breach of Authorized Recipient Terms by You or an Authorized Recipient, even if We have knowledge of such breach.
7. Data Transfer Termination by an Authorized Recipient. You acknowledge that: (a) an Authorized Recipient may decline to receive any or all of the Customer Data, or any portions thereof; and (b) an Authorized Recipient may instruct Us or the Integration Processor to terminate transmission of Customer Data to the Authorized Recipient. If an Authorized Recipient's Data Connection Agreement is terminated or if an Authorized Recipient instructs Us or the Integration Processor to terminate the Transfer of Customer Data from You to said Authorized Recipient (each a "Recipient Transfer Termination"), We shall make commercially reasonable efforts to provide You with notice of the Recipient Transfer Termination.
8. Third-Party Fees. You acknowledge that when You elect to transfer Customer Data to an Authorized Recipient, the Authorized Recipient may charge You fees in connection with the Authorized Recipient's receipt of the Customer Data ("Third-Party Fees") and that Your failure to pay the Third-Party Fees may result in the Authorized Recipient declining to accept the Transfer of Customer Data. You are responsible for all Third-Party Fees charged to You by an Authorized Recipient. You further acknowledge that the Integration Processor may charge fees to the Authorized Recipient in connection with any Integration with the Authorized Recipient that You request.
9. Internet Connection for Customer Device. You are responsible, at Your expense, for providing internet access to the Customer Device (if any) on which Services are used ("Internet Connection"). You acknowledge that the Transfer of Customer Data from a Customer Device is not possible without a properly functioning Internet Connection.
10. We are not responsible for verifying or ensuring that an Authorized Recipient's systems are able to properly and securely receive, store, or use the Customer Data. You acknowledge, that if an Authorized Recipient's systems are not properly configured to receive Customer Data, the Authorized Recipient may fail to receive Customer Data.
11. Your Data Disclosure Terms. As between the parties, You are solely responsible for specifying, memorializing, and enforcing the terms under which You permit an Authorized Recipient to maintain, use, transmit, and disclose Customer Data ("Your Data Disclosure Terms"). We are not Your agent or representative in connection with any Authorized Recipient and are not obligated to communicate Your Data Disclosure Terms to any Authorized Recipient.
12. You acknowledge and agree that: (a) Your Data Disclosure Terms (if any) are concluded between You and Your Authorized Recipient only, and not with Us; (b) We are not obligated to monitor any Authorized Recipient's compliance or Your compliance with Your Data Disclosure Terms (if any); (c) We are not obligated to take any measures to enforce Your Data Disclosure Terms; and (d) We shall have no liability for any breach of Your Data Disclosure Terms by any Authorized Recipient, even if We have knowledge of such breach.
13. You acknowledge that Services do not currently have features or functionalities that monitor an Authorized Recipient's compliance with Your Data Disclosure Terms (if any) between You and any Authorized Recipient.
14. We are not obligated to (i) monitor any Authorized Recipient's use or disclosure of Customer Data or (ii) report to You any use or disclosure by any Authorized Recipient of Customer Data.
15. Data Transfer Termination by Customer. You may cease transferring Customer Data to an Authorized Recipient by providing Us with written notice thereof at the following address: Zip Deal, LLC. 2675 Brice Road Suite B, Columbus, OH 43232. Upon receipt of said notice, We will use commercially reasonable efforts to terminate the transfer of Customer Data to the Authorized Recipient within a commercially reasonable period of time following Our receipt of such notice. You acknowledge that although You may cease transmitting Customer Data to an Authorized Recipient, the Authorized Recipient may have made back-ups or other copies of Customer Data received prior to the termination and that those copies will not be retrievable by or accessible to You through the Services.
16. Modification of a Data Transfer Authorization by Customer. If You wish to modify an Authorization, You must notify Us in writing at the following address: Zip Deal, LLC. 2675 Brice Road Suite B, Columbus, OH 43232. Upon receipt of said notice, We will use commercially reasonable efforts to prepare and present to You a new Data Transfer Authorization Form corresponding to the modifications requested by You. Upon Our receipt of the Data Transfer Authorization Form signed by You, We will use commercially reasonable efforts to effect the changes set out in said Data Transfer Authorization Form subject to these Supplemental Terms for Data Transfer.
17. Third Party Permissions. You acknowledge that Customer Data may be subject to disclosure or use restrictions imposed by third parties that may hold rights in the Customer Data ("Third Parties"). As between the parties, You are solely responsible, at Your own expense, for obtaining all necessary rights, licenses and permissions from Third Parties (if any) to disclose the Customer Data to Authorized Recipients ("Permissions"). You are solely responsible for complying with all applicable Permissions. We have no obligation to monitor Your compliance or Authorized Recipient's compliance with Permissions (if any). We shall have no liability for any breach of Permissions, even if We have knowledge of such breach.
18. You acknowledge that: (i) the Master Subscription Agreement is not applicable to any Customer Data within an Authorized Recipient's possession; and (ii) the terms and conditions of a Data Connection Agreement may be applicable to Customer Data within Authorized Recipient's possession. We have no obligation to: (i) disclose to You the terms of any Data Connection Agreement with an Authorized Recipient; (ii) modify or amend any Data Connection Agreement in connection with the Transfer of any Customer Data; or (iii) enter into any additional Data Connection Agreement in connection with the Transfer of any Customer Data.
19. You acknowledge and agree that, for purposes of the Master Subscription Agreement, no Authorized Recipient shall be deemed to be an agent, sub-contractor, or sub-processor of Us in connection with Customer Data. Notwithstanding anything to the contrary, We have no obligation to ensure that any Authorized Recipient receives, maintains, uses, or transmits Customer Data in compliance with the restrictions and conditions of the Master Subscription Agreement, Your Data Disclosure Terms, or any other agreement, or in accordance with any law or regulation applicable to Authorized Recipient.
20. You are solely responsible, at Your own expense, for determining the applicability of state and federal privacy laws and regulations with respect to Your activities, including Your disclosure and transmission of Customer Data to Authorized Recipients. Without limiting the generality of the foregoing, We have no obligation to obtain satisfactory assurance from any Authorized Recipient that any Authorized Recipient will appropriately safeguard the Customer Data.
21. We are not responsible for addressing any claims by You or any third party relating to the use or disclosure of Customer Data by any Authorized Recipient, including, but not limited to: (a) any claim that an Authorized Recipient has violated any agreement between Authorized Recipient and You; (b) any claim that an Authorized Recipient's use or disclosure of the Customer Data fails to conform to any applicable legal, regulatory, or contractual requirement; and (c) any claim that an Authorized Recipient has violated data privacy laws, intellectual property law, or similar legislation.
22. WARRANTY DISCLAIMER. THE CUSTOMER DATA IS TRANSFERRED TO AUTHORIZED RECIPIENTS "AS IS" AND ZIPDEAL MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WITH RESPECT TO THE CUSTOMER DATA, ITS CONTENT OR ITS ACCURACY, ITS TRANSFER, OR THE RESULTS TO BE OBTAINED FROM ITS USE, AND DOES NOT WARRANT THAT CUSTOMER DATA OR ITS TRANSFER WILL BE UNINTERRUPTED, ERROR-FREE OR VIRUS-FREE. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARE HEREBY EXPRESSLY DISCLAIMED BY ZIPDEAL.
23. NOTWITHSTANDING ANYTHING TO THE CONTRARY, CUSTOMER SHALL BE FULLY LIABLE TO ZIPDEAL FOR CUSTOMER'S INDEMNIFICATION OBLIGATIONS IN THESE SUPPLEMENTAL TERMS. ZIPDEAL SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE TRANSFER OF CUSTOMER DATA UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE ZIPDEAL'S AGGREGATE LIABILITY WITH RESPECT TO THE TRANSFER OF CUSTOMER DATA SHALL NOT EXCEED $100.00, REGARDLESS OF THE NUMBER OF OCCURENCES, CLAIMS, OR CLAIMANTS.
24. INDEMNITY. In the event of any claim that an Authorized Recipient's possession, disclosure, or use of Customer Data infringes any law or any third party's intellectual property or privacy rights, You acknowledge and agree that We have no responsibility for the investigation, defense, settlement, or discharge of any such claims. You shall defend, indemnify, and hold harmless Us, the Integration Processor, and Our officers, directors, employees, and agents ("Indemnitees") from and against any claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative) and expenses (including but not limited to reasonable attorneys' fees) threatened, asserted, or filed by a third party (including any governmental or regulatory entity) against any Indemnitee arising out of or relating to Your disclosure of Customer Data to any Authorized Recipient.
25. These Data Transfer Terms supersede any and all previous communications, whether oral or written, as well as any previous memoranda and letters between the parties with respect to the Transfer of Customer Data to Authorized Recipients.