Miscellaneous
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Introducing Beebzi.AI, the game-changing AI content co-pilot platform for Marketing and Sales. With a unique blend of cutting-edge technology and innovative features, Beebzi.AI is revolutionizing the way businesses generate content and achieve unprecedented results.
Our platform offers over 90+ templates, each meticulously crafted to cater to every use case imaginable. These templates have been specially trained to generate content like never seen before, ensuring that your marketing and sales efforts are always at the forefront of innovation. From captivating blog posts to compelling social media captions, Beebzi.AI empowers you to create engaging content that resonates with your target audience.
One of our standout features is the Article Wizard, a powerful tool designed to boost your SEO rankings. With its intelligent algorithms, the Article Wizard enables you to optimize your content for search engines, maximizing its visibility and driving organic traffic to your website. Say goodbye to manual keyword research and tedious optimization tasks – let Beebzi.AI take the reins and watch your rankings soar.
For real estate agents looking to sell empty houses faster, our AI room designer is the ultimate solution. Powered by advanced computer vision technology, the AI room designer allows you to transform vacant properties into immersive virtual experiences. Potential buyers can visualize the space with stunning realism, helping them make informed decisions and reducing the time it takes to close a sale.
But that's not all – Beebzi.AI is packed with an array of other incredible features. Our AI Landing page generator enables you to effortlessly create captivating landing pages that convert visitors into customers. With our AI Image to video tool, you can transform static images into dynamic videos that grab attention and leave a lasting impression. Try out our innovative AI file chat feature to simplify your file management. Upload your file and allow Beebzi.AI to transform it into a responsive chat bot capable of answering any questions about the content.., our AI code generator simplifies the coding process, saving time and effort.
With over 60 languages supported, Beebzi.AI breaks down language barriers, allowing you to reach a global audience effortlessly. Our multiple trained chat bots offer personalized interactions with your customers, enhancing their experience and fostering meaningful connections. Plus, you have the freedom to create custom templates and chat bots, tailoring your content strategy to suit your unique business needs.
At Beebzi.AI, we take the integrity of your content seriously. Our AI detection and plagiarism checker ensures that your content is original and free from any potential issues. With real-time data and insights, you can stay one step ahead of the competition, making informed decisions that drive your business forward.
Various voice tones such as Empathy, Professionalism, Humor, and Excitement, along with a range of writing styles are offered on this unique platform. It is the first of its kind to incorporate Behavioral Science AI, which is able to comprehend human behavior in order to create hyper-personalized content that truly connects with the user and delivers desired outcomes. Revamp the following text: Infuse your unique brand voice to give every piece of content a distinct flavor that represents your brand.
Powered and inspired by Open AI, our AI technology is constantly evolving and improving. With a professional tone of voice and a behavioral writing style, our company bio reflects our commitment to excellence and innovation. We're here to empower businesses with the most advanced AI tools, helping them achieve remarkable success in their marketing and sales endeavors.
Join the Beebzi.AI revolution and unlock the full potential of your content creation. Experience the future of AI-powered marketing and sales with Beebzi.AI – the ultimate co-pilot for your business success.
The Services are powered by generative artificial intelligence. Given the rapidly evolving nature of this technology, the Services may produce inaccurate information about people, places, or facts. Customer acknowledges, on behalf of itself and its Users, that it and its Users should scrutinize the veracity of any information included in Output from the Services. To the extent that Customer or its Users relies upon the factual accuracy of any Output, Customer acknowledges that it does so entirely at its own risk.
User access credentials are intended for use by the designated individual only and cannot be shared. Customer agrees to provide accurate, current, and complete account and User information and to store its copy of the access credentials securely. As a part of the Service, Users are given the ability to add other Users to their accounts and enable other Users to access or modify Customer Property included in such an account. Customer is solely responsible for managing which Users have access to such Customer Property and for all activity that occurs under its account. For any illegal activity or sharing login details of your account with others, Customer's account may be blocked or permanently deleted without any notice.
Customer and its Users shall at all times abide by the Acceptable Use Policy ("AUP") below. Beebzi further reserves the right to make formatting changes, edits, and otherwise modify any Inputs or Outputs that violate the AUP. Beebzi can also limit or revoke the use of the Service if Customer or any User violates the AUP.
Customer shall comply with Beebzi's Fair Use Policy below and is otherwise prohibited from engaging in abnormally high usage.
Except for uses that are expressly permitted (for example, in the Documentation or in an Order Form), Customer will not, and will ensure that Users do not: (i) sell, resell, rent, lease, or otherwise distribute any portion of the Service; (ii) use the Services other than in accordance with the Documentation or in a manner that interferes with, unduly burdens, or disrupts the integrity, performance, or availability of the Service (for example, by conducting load tests or penetration tests without Beebzi's prior written consent); (iii) attempt to gain unauthorized access to the Services or to Beebzi's or its third-party suppliers' related systems or networks; (iv) access any portion of the Services for the purpose of building a similar or competitive product or service, or monitor the Services for any benchmarking or competitive purpose; (v) introduce, disseminate, or otherwise enable any viruses, Trojan horses, spyware, worms, malware, spam, or malicious code using the Service; (vi) copy, modify, translate, or create a derivative work of any Beebzi Property; (vii) reverse assemble or otherwise attempt to discover the source code or underlying components of models, algorithms, or systems included in the Beebzi Property (except to the extent such restrictions are contrary to applicable law); (viii) submit any sensitive Personal Data (including government-issued identification numbers, financial account information, payment card information, and personal health information) to the Services; (ix) mislead any person that the Output was human-generated; or (x) alter, remove or violate any copyright or other intellectual property notice appearing in connection with the Services.
The customer agrees to use the Services in a manner that does not violate any third-party copyrights, trade secrets, publicity, trademarks, or other intellectual property rights. Beebzi will process and investigate proper notices of alleged copyright or other intellectual property infringements related to material submitted through the customer's account, and will respond appropriately, following the guidelines of the Online Copyright Infringement Liability Limitation Act and other applicable intellectual property laws.
Beebzi reserves the right to monitor the use of the Services for security and operational purposes and make modifications to the features and functionality of the Services during the Subscription Term. Beebzi may immediately suspend or limit access to the Services if (i) Beebzi reasonably believes that a user or customer is in breach of the Agreement; (ii) a user or customer violated the Fair Use Policy, or (iii) if Beebzi in good faith suspects that any third party has gained unauthorized access to the Services using a credential issued by Beebzi to the customer or its users. Beebzi shall not be held liable to the customer for any such suspension or limitation of access to the Services; provided that Beebzi makes commercially reasonable efforts to provide the customer with advance notice of such action.
Except for legal notices of termination, material breach, force majeure, or indemnification claims, Beebzi may communicate all business and product-related information (e.g., release notes for product updates, privacy policy updates, critical security updates, and information on critical bugs and outages) to the customer through email, posting on the Services, and/or other electronic means agreed upon by both parties. Beebzi may rely on and act upon all information and instructions provided by the customer's users.
The customer is solely responsible for obtaining and maintaining all rights, licenses, and credentials necessary to use Third Party Products in connection with the Services. Additionally, the customer is solely responsible for installing, operating, updating, or otherwise maintaining the operation of such Third Party Products. To the maximum extent permitted by applicable law, Beebzi does not provide any warranties, guarantees, or indemnification regarding any Third Party Products. If the availability of all or a portion of the Services depends on the corresponding availability of Third Party Products, Beebzi's sole responsibility will be to make commercially reasonable efforts to update the Services to ensure continued compatibility with Third Party Products. The providers of such Third Party Products are not Beebzi's third-party service providers as referenced in Section 6(d) of the Agreement.
B. Acceptable Use Policy
Please review this Acceptable Use Policy ("policy" or "AUP") carefully prior to utilizing any Beebzi AI, Inc. (“Beebzi” "we," or "us") website, including, www.beebzi.ai, or any service (collectively, the “Services") operated by Beebzi. The use of the Services is subject to this Acceptable Use Policy.
We retain the right to modify this policy at any given time and will make reasonable efforts to inform you of such modifications. To ensure your compliance with this policy, we recommend visiting this page frequently.
Capitalized terms carry the definitions as stated in the relevant agreement between Customer ("Customer," "you," or "your") and Beebzi. In the event of any conflict between such agreement and this AUP, this AUP shall govern.
Prohibited Uses
Customer is prohibited from transmitting any Input to the Services or utilizing any Output (collectively, Content) that is illegal, offensive, disturbing, intended to repulse, threatening, defamatory, obscene, or otherwise objectionable.
Instances of objectionable Content include, but are not limited to, Content that is:
1. Unlawful or promotes illegal activities;
2. Defamatory, discriminatory, or malicious in nature, including references or commentary about religion, race, sexual orientation, gender, national/ethnic origin, or other targeted groups;
3. Spam, machine-generated, or randomly-generated content that constitutes unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
4. Infringing on the proprietary rights of any party, including patents, trademarks, trade secrets, copyrights, rights of publicity, or other rights;
5. Impersonating any person or entity, including Beebzi and its employees or representatives;
6. Violating the privacy of any third party;
7. False;
8. Sexual, religious, or political in nature;
9. Child Sexual Abuse Material or any content that exploits or harms children;
10. Hateful, harassing, or violent;
11. Malware; or
12. Fraudulent or deceptive.
Furthermore, utilizing the Services for any of the subsequent types of businesses, hobbies, or applications:
1. Activities that pose a significant risk of physical harm, including:
a. Development of weapons
b. Military operations and warfare
c. Management or operation of crucial infrastructure in the fields of energy, transportation, and water
d. Content that endorses, encourages, or portrays acts of self-harm, such as suicide, self-injury, and eating disorders
2. Activities that entail a high risk of economic harm, including:
a. Multi-level marketing schemes
b. Gambling activities
c. Payday lending practices
d. Automated assessments of eligibility for credit, employment, housing, educational institutions, or public assistance services
3. Fraudulent or deceptive activities, including:
a. Scams
b. Coordinated inauthentic behavior
c. Plagiarism
d. Academic dishonesty
e. Astroturfing, such as the creation of fake grassroots support or generation of fake reviews
f. Disinformation
g. Spam
h. Pseudo-pharmaceuticals
4. Adult content, adult industries, and dating applications, including:
a. Content intended to sexually arouse, such as descriptions of sexual activities or promotion of sexual services (excluding sex education and wellness)
b. Erotic chat
c. Pornography
In the realm of political campaigning or lobbying, the following actions are deemed inappropriate:
1. Generating a large quantity of campaign materials.
2. Creating campaign materials that are personalized or targeted towards specific demographics.
3. Developing conversational or interactive systems, such as chatbots, that provide information about campaigns or engage in political advocacy or lobbying.
4. Producing products intended for political campaigning or lobbying purposes.
Furthermore, engaging in the following activities is considered a violation of privacy:
5. Tracking or monitoring an individual without their consent.
6. Utilizing facial recognition technology on private individuals.
7. Categorizing individuals based on protected characteristics.
8. Using biometrics for identification or assessment.
9. Illegally collecting or disclosing personally identifiable information or protected records, including educational, financial, or other sensitive data.
Additionally, the following actions are deemed unacceptable:
10. Engaging in the unauthorized practice of law or offering tailored legal advice without proper review from a qualified professional.
11. Providing tailored financial advice without proper review from a qualified professional.
12. Making assertions about an individual's health condition or providing instructions on how to cure or treat a health condition.
13. Engaging in high-risk government decision-making, such as in the realms of law enforcement and criminal justice, migration, and asylum.
Please ensure that any content provided to clients, customers, or third parties is reviewed by a qualified professional in the respective field before dissemination. It is your business's responsibility to ensure the accuracy and appropriateness of the information. For consumer-facing uses of the output in industries such as medical, financial, and legal, as well as news generation or summarization, and any other warranted cases, a disclaimer must be provided to users informing them that AI is being used and highlighting its potential limitations.
If content creators wish to publish their first-party written content (e.g., a book or compendium of short stories) that has been partially created using our services, the following conditions must be met:
1. The published content must be attributed to your name or company.
2. The role of AI in formulating the content must be clearly disclosed in a manner that is easily understandable and cannot be missed by a typical reader.
3. Users should not misrepresent the generated content as being solely created by a human or solely created by AI. The ultimate responsibility for the published content lies with a human.
Enforcement
Violation of this policy may result in the suspension or termination of your Services, with or without notice. Any violations may lead to immediate suspension or termination of your account.
Determining a violation of this Acceptable Use Policy (AUP) will be at the sole discretion of Jasper. You agree that violations of this AUP by the customer or any individual or entity acting under the customer's account to use the Services may result in termination of access to the Services, deletion of data, and potential criminal prosecution. Additionally, violation of this AUP may result in the storage of tracking information to identify the offending party and a permanent restriction from holding an account on the Services.
Reporting Violations
To report a violation of this policy, please contact us at info@beebzi.ai.
C. Fair Use Policy
We are committed to providing the Beebzi Software as a Service Application (the "Service") in a fair manner to all of our Users, while maintaining high levels of quality. To achieve this, we have established this Fair Use Policy, which applies to all Users.
The Service includes various features that have different impacts on shared processing resources and data generation. Under this Fair Use Policy, we have set "outer-bound" parameters, determined at our discretion, to ensure the quality, availability, stability, uniformity, and performance of the Service (the "Parameters"). The majority of Users (95%+) consistently stay within these Parameters. However, exceeding the Parameters may result in (i) throttling or limiting access to the Service, with or without prior notice, and/or (ii) additional costs as specified in the relevant Order Form.
This Fair Use Policy is considered part of the "Documentation" for the Service, as outlined in our online terms at www.beebzi.ai/legal/terms (the "Terms") or the Master Subscription Agreement ("MSA"), depending on your situation. Any capitalized terms used but not defined below will have the meanings described in the Terms or MSA. Furthermore, as stated in Sections 2(d) and 4(a) of the Terms or Exhibit A (Usage Policies) to the MSA, all customers must comply with usage and content restrictions.
We reserve the right to update this or any other Documentation at any time, including changes to the Parameters. Such Parameters may be listed in other Documentation.
Warnings
If our team or system determines that you have failed to comply with this Fair Use Policy, we may first lock your workspace and issue a warning. Continued non-compliance may result in the suspension or cancellation of your account, at our discretion.
If you require further explanation or details, please contact us at info@beebzi.ai.
D. API Service Terms
These API Service Terms apply if you have purchased access to the Beebzi API under a relevant Order Form. Your license to use the API is limited to accessing and using it solely for the purpose of internally developing applications that will communicate and interoperate with the Services. You must use the APIs in accordance with the Documentation and promptly rectify any usage that does not comply with it. You are prohibited from using the APIs to replicate or attempt to replace the user experience of the Services. API Keys should only be used by authorized personnel of your organization who have a legitimate need to integrate the Services with other web applications. You are solely responsible for maintaining the security of all API Keys and for any activities that occur using them. You must promptly notify Beebzi of any unauthorized use. The API Keys are the property of Beebzi and may be revoked by Beebzi if your right to use an API is suspended in accordance with the terms.
This SOFTWARE AS A SERVICE AGREEMENT (the "Agreement") is entered into as of the Effective Date, by and between you (the "Customer") and Beebzi AI, Inc. ("Beebzi") a Toronto corporation. Beebzi and Customer may be referred to herein collectively as the "Parties" or individually as a "Party."
The Parties agree as follows:
Definitions
"Affiliate" of a Party means any entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Party. For purposes of this definition, the "control" of an entity means the direct or indirect ownership or control of more than 50% of the voting interests of such entity.
"AUP" means the Acceptable Use Policy posted at legal.beebzi.ai/#usage-policies, which may be updated from time to time.
"Beta Services" means the features and/or functionality of the Services that may be made available to Customer to try at its option at no additional charge and which are clearly designated as beta, pilot, limited release, non-production, early access, evaluation, labs or by a similar description.
"Confidential Information" means all confidential and proprietary information of a Party ("Disclosing Party") disclosed to the other Party ("Receiving Party"), whether orally or in writing, that is either marked or designated as confidential at the time of disclosure to the Receiving Party, or that a reasonable person should consider confidential or proprietary given the nature of the information and the circumstances under which it is disclosed. Beebzi's Confidential Information shall include the Beebzi Property and the terms of this Agreement and all Order Forms. Customer's Confidential Information shall include the Customer Property. Notwithstanding the foregoing, Confidential Information shall not include any information that the Receiving Party can show: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was independently developed by the Receiving Party without reference to any Confidential Information of the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
"Customer Property" means (i) the Input, (ii) the Output, and (iii) any content (including text, images, illustrations, charts, tables, and other materials) and any Customer and/or User Personal Data supplied by Customer to Beebzi, either directly through the Service or indirectly through the integration with a Third Party Product.
"Documentation" means all documentation and other instructional material made available by Beebzi regarding the use of the Services.
"Effective Date" means the effective date of the applicable Order Form you have signed with Beebzi.
"Input" means the information Customer or its Users input via prompts into the Services to which Customer owns or has permission to use the Intellectual Property Rights therein. For the avoidance of doubt, Input shall not be deemed to include any Beebzi Property.
The term "Beebzi Property" refers to the Services, Documentation, and all content and materials provided by Beebzi for the provision of any Services. It does not include the Output.
An "Order Form" is a document used to purchase Services from Beebzi. It must be executed by both Parties and reference this Agreement.
The "Output" is the result produced by the Services and provided to a User based on the Input. It does not include any Beebzi Property.
"Personal Data" refers to any information that can be associated with a specific natural person.
"To Process" means any operation performed on Personal Data, such as collection, recording, storage, use, disclosure, or deletion.
The term "Services" includes the software services and platform provided by Beebzi, including user interfaces, applications, and software. It also encompasses any updates, enhancements, or modifications to these.
The "Subscription Term" is the period specified in the Order Form during which Beebzi agrees to provide the Services to the Customer.
"Third Party Products" are applications, systems, or services used by the Customer under a separate agreement with a third party. These are not provided or controlled by Jasper but are designed to work with the Services.
"Users" are all individuals authorized to access the Customer's account on the Services.
Provision of Services
Beebzi, grants Customer a non-sublicensable, non-transferable, non-exclusive right to access and use the Services, subject to the payment of all applicable Fees and for the applicable Subscription Term. This right is granted in accordance with the terms and conditions of this Agreement and the applicable Order Form.
Order Forms
Each Order Form for Services will outline additional limitations on the use of the Services, as mutually agreed upon. These limitations may include, but are not limited to, Fees, the Subscription Term, the number and/or class of permitted Users, and any usage restrictions.
Platform Guidelines
Customer acknowledges and agrees to comply with the platform guidelines available in the usage-policies, at all times. Customer must also ensure that all of its Users comply with these guidelines. The Platform Guidelines are incorporated by reference into this Agreement.
Fees and Payment
Fees
Customer is responsible for paying all fees specified in, or otherwise incurred pursuant to, an Order Form ("Fees") in accordance with this Section 3 and the applicable Order Form. If Customer adds additional Services during a Subscription Term (a "Subscription Upgrade"), any incremental Fees associated with the upgrade will be prorated over the remaining period of the current Subscription Term. These Fees will be charged to Customer and must be paid in accordance with Section 3(b). If Customer's usage of the Services exceeds the purchased quantities, Customer will receive written notice of the excess usage and will have five (5) days to reduce its usage to the purchased levels. If Customer's usage still exceeds the purchased quantities at the end of this period, Customer will be considered to have executed a Subscription Upgrade for the excess Services and will be invoiced accordingly. In any automatic renewal of the Subscription Term (if applicable), the Fees and quantities will include all prior Subscription Upgrades. Fees are quoted and payable in United States dollars. Unless expressly stated in this Agreement, payment obligations cannot be canceled, and Fees paid are non-refundable.
Invoices and Payment
Beebzi will send invoices to Customer for the charges to the email address on file. Customer must pay all invoiced amounts within the timeframe specified on the respective Order Form. Unless otherwise specified in an Order Form, Customer must pay all Fees on an annual, prepaid basis. Overdue invoices are subject to a finance charge of 1.5% per month or the maximum permitted by law, whichever is lower. Customer will also be responsible for all expenses related to collection.
Taxes
Customer is solely responsible for paying all taxes, assessments, tariffs, duties, or other fees imposed, assessed, or collected by or under the authority of any governmental body arising from Beebzi's provision of the Services, except for taxes assessed upon Beebzi's net income. Beebzi will invoice Customer for Taxes imposed by governmental bodies in the United States. If Beebzi is required to directly pay Taxes related to Customer's use or receipt of any Services, Customer agrees to promptly reimburse Beebzi for any amounts paid by Beebzi.
Intellectual Property Ownership
Customer Property. As between Customer and Beebzi, Customer retains all rights, title, and interest in and to the Customer Property, including any intellectual property rights related to it. Beebzi is not granted any right, title, or license under any Customer Property, except as explicitly stated in this Agreement. If ownership of the Inputs or Outputs does not automatically transfer to Customer, Beebzi assigns all its rights, title, and interest in the Inputs and Outputs to Customer. However, Customer acknowledges that due to the nature of machine learning, the Output may not be unique and the Services may generate the same or similar output for Beebzi or a third party.
Beebzi Property. As between Beebzi and Customer, Beebzi retains all rights, title, and interest in and to the Beebzi Property, including all intellectual property rights related to it. Customer is not granted any right, title, or license under any Beebzi Property, except as explicitly stated in this Agreement.
Licenses to Beebzi. Customer grants Beebzi a limited, non-exclusive, non-transferable (except in connection with the permitted assignment of this Agreement), and royalty-free license to access and use the Customer Property solely for providing the Services to Customer as per this Agreement. Additionally, Customer grants Beebzi a non-exclusive, revocable license to use Customer's trademarks and logos to identify Customer as a subscriber of the Services. Customer has the right to revoke this consent at any time at its discretion.
Feedback. By submitting any unsolicited suggestions, enhancement requests, comments, or other feedback relating to the Services ("Feedback") to Beebzi, Customer grants Beebzi a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate such Feedback into the Services in any manner. It is important to note that Feedback does not include Customer Property.
Data Usage
Non-Training of Models. Despite anything else in this Agreement, Beebzi will not use Customer Property, nor allow a third party to use it, to train artificial intelligence models used by the Service.
System Performance. Beebzi may use data regarding Customer's or its Users' use of the Services ("Usage Information"), including but not limited to compiling statistical and performance information related to the operation of the Services. Usage Information does not include Customer Property. This does not limit Beebzi's confidentiality obligations as stated in Section 7 of the Agreement. Customer agrees that Beebzi may make Usage Information publicly available, as long as it does not directly or indirectly identify Customer or any Users. Beebzi retains all intellectual property rights in Usage Information.
Data Privacy and Security
Information Security Requirements. Beebzi will maintain an information security program (including the adoption and enforcement of internal policies and procedures) designed to (a) secure the Services and Customer Property against accidental or unlawful loss, access, or disclosure, (b) identify reasonably foreseeable and internal risks to security and unauthorized access, and (c) minimize security risks, including through risk assessment and regular testing. As part of this information security program, Beebzi shall implement the security measures set forth at https://beebzi.ai/about.
Hosting and Processing. Unless otherwise specifically agreed to in writing by Beebzi, Customer Property may be hosted by Beebzi or its Affiliates, or their respective authorized third-party service providers, in the United States, the European Economic Area (“EEA”), or the United Kingdom.
Processing of Personal Data. The Parties acknowledge that use of the Service does not require Beebzi to process Personal Data on behalf of Customer. In other words, Customer acknowledges that it does not need to provide Input that contains Personal Data in order to make effective use of the Services. However, if Customer wishes to submit Personal Data to Beebzi for processing on its behalf, it must first execute a Data Processing Addendum (“DPA”) with Beebzi, which is accessible at: https://beebzi.ai/about. Upon execution of the DPA by Customer, the DPA shall be fully incorporated by reference in, and become a part of, this Agreement. To the extent that Beebzi processes Personal Data in its capacity as a data controller, such processing will be in accordance with Beebzi’s Privacy Policy which is accessible at: https://beebzi.ai/about.
Third Party Service Providers. Customer acknowledges and agrees that Beebzi may use third party service providers who may access Customer Property, to provide, secure and improve the Services. Beebzi shall be responsible for the acts and omissions of such service providers to the same extent that Beebzi would be responsible if Beebzi was performing the services of each service provider directly under the terms of this Agreement. A list of all such service providers can be found here:https://beebzi.ai/about.
In-Product Cookies. Whenever Customers or Users interact with the Services, Beebzi uses First Party Cookies to collect information to ensure Customers and Users can securely, quickly and reliably use the Services, and Beebzi’s In-Product Cookie Policy, accessible at https://beebzi.ai/about, applies. When Beebzi collects this information, it only uses this data to (i) provide the Services, or (ii) in aggregate form, and not in a manner that would identify the Customers or Users personally.
Confidentiality
Maintaining confidentiality is of utmost importance. Throughout the duration of this Agreement and for a period of three (3) years thereafter, both Parties commit to safeguarding the confidentiality of each other's Confidential Information. This includes treating it with the same level of care as they would their own proprietary and confidential information. Under no circumstances should the level of care be less than what is considered reasonable. However, the Receiving Party may disclose Confidential Information of the Disclosing Party if they have obtained the Disclosing Party's consent or if it is necessary for the performance of this Agreement. In such cases, the Receiving Party must ensure that the recipients of the information, such as its Affiliates, officers, directors, employees, subcontractors, or agents, are bound by written agreements that require the protection of such Confidential Information. Any previous non-disclosure agreement between Customer and Beebzi that addressed the confidentiality of Confidential Information prior to the Effective Date of this Agreement is superseded by this Section and shall no longer be valid.
Compelled Disclosure
If the Receiving Party is legally compelled to disclose the Disclosing Party's Confidential Information, it must provide prior notice to the Disclosing Party (to the extent legally permitted) and offer reasonable assistance at the cost of the Disclosing Party, should the Disclosing Party wish to contest the disclosure.
Destruction of Confidential Information
Upon the request of the Disclosing Party, the Receiving Party must promptly destroy all Confidential Information, including any copies, notes, and other materials containing such information, whether in physical or electronic form. However, the Receiving Party is not obligated to return or destroy electronic copies that are automatically stored in accordance with its generally applicable backup policies and are not reasonably accessible. These backup copies, referred to as "Backup Media," will remain subject to the confidentiality obligations set forth in this Agreement, even after its expiration or termination, as long as they remain undeleted.
Remedies
In the event that the Receiving Party breaches this Section by disclosing or using (or threatening to disclose or use) any Confidential Information, the Disclosing Party has the right to seek injunctive relief to prevent such actions. This right is in addition to any other remedies available to the Disclosing Party, as it is acknowledged by both Parties that alternative remedies would be insufficient.
Warranties
Mutual Warranties. Each Party represents and warrants that it possesses the legal power and authority to enter into this Agreement.
Beebzi Warranties. Beebzi guarantees to Customer that the Services purchased by Customer will, to the best of its ability, perform in accordance with the applicable portions of the Documentation. As Customer’s sole and exclusive remedy for any breach of the warranty stated in this Section 8(b), Beebzi will make commercially reasonable efforts to rectify the Services to comply with such warranty without any additional charges. If Beebzi is unable to fulfill the warranted Services within thirty (30) days after receiving written notice from Customer, then Customer or Beebzi may terminate this Agreement and/or the relevant Order Form, and Beebzi will refund any fees actually paid by Customer (excluding any non-recurring fees) to Beebzi for the remaining duration of the current Subscription Term.
Disclaimer. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, (1) THE SERVICES ARE PROVIDED "AS-IS"; (2) NEITHER PARTY MAKES ANY ADDITIONAL WARRANTY, CONDITION, REPRESENTATION, UNDERTAKING, OR GUARANTEE OF ANY KIND TO THE OTHER PARTY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE; AND (3) EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, CONDITIONS, REPRESENTATIONS, UNDERTAKINGS, AND GUARANTEES, INCLUDING, BUT NOT LIMITED TO, THOSE RELATED TO TITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. ADDITIONALLY, BEEBZI DOES NOT GUARANTEE THAT THERE WILL BE NO LOSS OR CORRUPTION OF CUSTOMER PROPERTY STORED BY BEEBZI.
Beta Services. Beebzi may offer Beta Services to Customer at no cost, and Customer may choose to evaluate such Beta Services at its own discretion. Beta Services are intended for assessment purposes only and are not meant for production use. They are not supported and may be subject to additional terms presented to Customer. Beta Services will not be provided to Customer or any of its Users unless Customer explicitly opts-in to use such services. Furthermore, Beta Services are provided "as-is" and are not considered "Services" under this Agreement for the purposes of Section 8 (Warranties; Disclaimer) and Sections 9(a) (Indemnification by Beebzi). However, all restrictions on Customer's use of the Services, Beebzi's reservation of rights, and Customer's use of any Third Party Products shall equally apply to Customer's use of Beta Services. Beebzi reserves the right to discontinue Beta Services at any time at its sole discretion, and they may never become generally available.
Indemnification
Beebzi's Indemnification. Beebzi will provide indemnification and defense to Customer, its employees, directors, and officers (referred to as "Customer Indemnified Parties"), against any costs, damages, and expenses (collectively referred to as "Losses") incurred by any Customer Indemnified Party as a result of a Third Party Claim. This claim alleges that the Services, in accordance with the terms and conditions of this Agreement, infringe upon any patent, copyright, trademark, or trade secret right of the third party (referred to as an "Infringement Claim"). Beebzi, at its discretion and expense, may take the following actions if any portion of the Services is likely to, in Beebzi's sole opinion, or becomes the subject of an Infringement Claim: (i) obtain the right for Customer to continue using the allegedly infringing item, (ii) replace the item with a functionally equivalent non-infringing replacement, (iii) modify the item to make it non-infringing and functionally equivalent, or (iv) terminate the Agreement and any outstanding Order Forms, refunding prepaid unused Fees for the infringing items. Beebzi is not liable for any Infringement Claim arising from: (1) Customer's use or supply of any Customer Property to Beebzi, (2) the use of the Services in combination with any software, hardware, network, or system not provided by Beebzi if the alleged infringement pertains to such combination, (3) any modification or alteration of the Services (excluding modifications by Beebzi), or (4) Customer's violation of applicable law or third party rights.
Customer's Indemnification. Customer will indemnify and defend Beebzi, its employees, directors, and officers (referred to as "Beebzi Indemnified Parties"), against any Losses incurred by any Beebzi Indemnified Party arising from a Third Party Claim: (i) alleging that any Customer Property infringes, violates, or misappropriates any patent, copyright, trademark, publicity, trade secret, or other intellectual property, publicity, or privacy right of a third party, or (ii) resulting from Customer's breach of Sections 3, 4, and 5 of the Platform Guidelines.
Indemnification Conditions. The obligations of both parties under this section are subject to the following conditions: (i) the indemnified party must promptly provide written notice to the indemnifying party regarding any claim that falls under the indemnification provisions of this section, (ii) the indemnifying party will have sole control over the defense or settlement of the claim, and (iii) the indemnified party will cooperate in the investigation and defense of such claim(s). The indemnifying party cannot settle or consent to an adverse judgment in any claim that adversely affects the rights or interests of the indemnified party without the prior express written consent of the indemnified party, which will not be unreasonably withheld. The rights and remedies stated in this section are the only obligations of the indemnifying party and the exclusive remedies available to the indemnified party in the event of a relevant Third Party Claim.
Limitation of Liability
Exclusion of Damages: To the maximum extent permitted by applicable law, neither party shall be liable to the other party or any third party for any lost profits, loss of use or data, costs of procurement of substitute goods or services, or for any other indirect, special, exemplary, incidental, punitive, or consequential damages, regardless of the cause and whether in contract, tort, or under any other theory of liability. Furthermore, neither party shall be responsible or liable for any loss, damage, or inconvenience suffered by the other party or any third person, to the extent that such loss, damage, or inconvenience is caused by the failure of the other party to comply with its obligations under this agreement.
Cap on Monetary Liability: To the maximum extent permitted by applicable law, neither party's aggregate liability arising out of or related to this agreement, whether in contract, tort, or under any other theory of liability, shall exceed the amounts actually paid by and payable from the customer hereunder during the twelve (12) months prior to the date on which such claim or cause of action arose (referred to as the "Base Cap"). However, a party's aggregate liability arising from its breach of Section 6 (Data Privacy and Security) or the DPA shall not exceed three times (3x) the Base Cap. These limitations shall apply even if a party's remedies under this agreement fail of their essential purpose.
Exclusions: The limitations in this section shall not apply to a party's liability arising from its indemnification obligations in Section 9 or its breach of Section 7 (Confidentiality).
Term and Termination
Duration of Agreement. This Agreement begins on the Effective Date and remains in effect until it is terminated in accordance with Section 11(c).
Duration of Subscriptions. Customer's access to the purchased Services will begin on the specified start date in the relevant Order Form and will continue for the duration of the Subscription Term stated in that Order Form. At the end of each Subscription Term, the Subscription Term for all purchased services will automatically renew for the same period as the renewing Subscription Term, unless either Party chooses not to renew by providing written notice to the other Party at least 30 days before the renewal date. Unless otherwise specified in a written notice sent to Customer at least 30 days prior to a renewal, and only to the extent that an Order Form automatically renews, Beebzi's per-unit pricing for any renewal of the Subscription Term in that Order Form will not increase by more than the greater of (i) five percent (5%) per year, and (ii) the increase in the Consumer Price Index (CPI) over the expiring Subscription Term. Any introductory or temporary discount offered in a previous Subscription Term does not apply to renewals.
Termination. Either Party may terminate this Agreement and/or any Order Form by providing written notice to the other Party if the other Party materially breaches any of its duties, obligations, or responsibilities under this Agreement and fails to: (i) remedy the breach within thirty (30) days after receiving written notice specifying the breach, or (ii) if the breaching Party is unable to remedy the breach within thirty (30) days, provide the other Party with an acceptable plan for remedying the breach within ten (10) days after receiving such notice, and subsequently remedy the breach in accordance with that plan. This Agreement will automatically terminate if no Order Forms are in effect for more than thirty (30) consecutive days.
Effect of Termination. The expiration or termination of one Order Form will not affect any other Order Form. In the event of termination of this Agreement, and without limiting a Party's obligations under Section 7(c), Customer must discontinue all use of the Services.
Survival of Provisions. The provisions listed below will continue to be in effect even after the termination or expiration of this Agreement, regardless of the reason: Sections 1, 3-7, 8(d), 9, 10, 11(d), 11(e), 12, and the Platform Guidelines. The termination or expiration of this Agreement will not affect any obligations that have already accrued or arisen prior to such termination or expiration.
Miscellaneous
Relationship. This Agreement does not establish a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. When performing any Services under this Agreement, Beebzi will be considered an independent contractor.
Entire Understanding. This Agreement, including the DPA (if applicable) and all Exhibits and Order Forms referred to herein, constitutes the entire agreement between the Parties regarding its subject matter. It supersedes all previous proposals, marketing materials, negotiations, and other written or oral communications between the Parties concerning the subject matter of this Agreement. In case of any conflict or inconsistency between the provisions in the body of this Agreement and any Order Form, the terms of the Order Form shall prevail. Any terms and conditions stated in Customer purchase orders are hereby rejected and deemed null and void.
Modification; Waiver. Unless otherwise specified, any modification of this Agreement or waiver of any breach or right under this Agreement is only legally binding if it is in writing and signed or electronically accepted by both Parties. However, Beebzi may modify or update the AUP, which will take effect immediately upon posting.
Governing Law; Venue. The Parties agree that any dispute, claim, or controversy arising from or relating to this Agreement or its breach, termination, enforcement, interpretation, or validity, including the determination of the scope or applicability of this Agreement to arbitrate, will be resolved through final and binding arbitration in Toronto, Ontario. This is subject to the exception of actions for interim equitable relief permitted under this Agreement or as agreed by the Parties. The arbitration will be conducted by a sole arbitrator in accordance with the laws of the province of Ontario under its Comprehensive Arbitration Rules and Procedures. The arbitrator's decision will be written, signed, and sent to each Party and their legal counsel. All decisions of the arbitrator will be final and binding. The arbitrator or a court with appropriate jurisdiction may issue a writ of execution to enforce the arbitrator's judgment. Judgment may be entered based on such a decision in any court with jurisdiction. Each Party will bear its own costs (including attorneys' fees) and expenses related to the arbitration.
Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other Party; provided, however, a Party may assign this Agreement in its entirety, together with all rights and obligations hereunder, without consent of the other Party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets related to this Agreement. Any attempt by a Party to assign its rights or obligations under this Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns.
Notices. Except as expressly permitted under the Platform Guidelines, all notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile, or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid), with an electronic copy sent to info@beebzi.ai. Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party, and (ii) if the Party giving the Notice has complied with the requirements of this Section.
Anti-Corruption. Customer acknowledges and agrees that it has not received or been offered any illegal bribe, kickback, payment, gift, or thing of value from any Beebzi employees, agent or representative in connection with this Agreement, other than reasonable gifts and entertainment provided in the ordinary course of business. Customer will promptly notify Beebzi if it offers or receives any such improper payment or transfer in connection with this Agreement.
Force Majeure. Except for the performance of a payment obligation, neither Party shall be liable under this Agreement for delays, failures to perform, damages, losses or destruction, or malfunction of any equipment, or any consequence thereof, caused or occasioned by, or due to fire, earthquake, flood, water, the elements, labor disputes or shortages, utility curtailments, power failures, explosions, civil disturbances, governmental actions, epidemics, shortages of equipment or supplies, unavailability of transportation, acts or omissions of third parties, or any other cause beyond its reasonable control. In the event any of the foregoing events results in Beebzi not being able to provide the Services for a period of more than thirty (30) days, then either Party may terminate the Agreement upon written notice to the other Party.
Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
This Data Processing Agreement (the "DPA") forms an integral part of all agreements between the Customer (as defined in the Master Subscription Agreement or otherwise identified on the signature block below) and Beebzi AI, Inc. (the "Processor" or "Beebzi"), a Canadian corporation, including the Master Subscription Agreement or any services agreement or similar agreement (collectively "Agreement"), and reflects the Parties' agreement regarding the Processing of Controller Data.
In providing the Services to the Customer pursuant to the Agreement, Beebzi may Process Personal Data on behalf of the Customer, and the Parties agree to comply with the following provisions regarding any Personal Data, each acting reasonably and in good faith. This DPA supplements the Agreement, and in the event of any conflict between the terms of this DPA and the terms of the Agreement, the terms of this DPA prevail concerning the specific subject matter of this DPA. This DPA is effective on the date that it, or the Agreement that references and incorporates it, has been duly executed by both Parties ("Effective Date"), and it amends, supersedes, and replaces any prior agreement relating to data processing and/or data protection entered into by the Parties.
1. DEFINITIONS
Any capitalized terms used but not defined in this DPA have the meaning provided to them in the Agreement.
(a) "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. Control, for the purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
(b) "Applicable Data Protection Law" means (a) all data protection laws and regulations applicable to the European Economic Area and Switzerland, including (i) the General Data Protection Regulation 2016/679 ("GDPR"), and EU Member State laws supplementing the GDPR; (b) the UK Data Protection Act of 2018, and the UK GDPR (collectively "UK Data Protection Laws"); and (c) any other laws and regulations applicable to Processor's Processing of Controller Data under the Agreement.
(c) "Authorized Affiliate" means an entity that owns or controls, is owned or controlled by, or is under common control or ownership with the Customer, where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract, or otherwise.
(d) "California Privacy Law" means the California Consumer Privacy Act until January 1, 2023, and thereafter will refer to the California Privacy Rights Act.
(e) "Controller," as used in this DPA, means the Customer.
(f) "Controller Data" means any Personal Data Processed by the Processor on behalf of the Customer pursuant to or in connection with the Agreement.
The term "Customer" refers to the entity that determines the purposes and methods of processing personal data. This includes any authorized affiliates of the Customer and, where applicable, a "Business" as defined under California Privacy Law.
(h) "Data Breach" refers to a breach of security that results in the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Controller Data transmitted, stored, or otherwise processed by Processor.
(i) "Permitted Purpose" means the use of Controller Data to the extent necessary for the provision of Services by Processor to the Controller.
(j) "Personal Data" refers to any information relating to an identified or identifiable natural person that is related to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, to a particular natural person.
(k) "Processing" refers to any operation or set of operations performed on Personal Data, whether or not by automatic means. This includes collection, recording, organization, sharing, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination, or otherwise making available, alignment or combination, restriction, erasure, or destruction.
(l) "Processor" refers to Beebzi AI, Inc. and any Beebzi entities, including its affiliates, that process Personal Data on behalf of the Customer. Where applicable, this also includes a "Service Provider" as defined under the California Privacy Law.
(m) "Regulator" refers to any supervisory authority with authority under Applicable Data Protection Law over all or any part of the provision or receipt of the Services or the Processing of Personal Data.
(n) "Restricted Transfer" refers to: (i) transferring Personal Data from the European Economic Area (EEA) to a country outside the EEA that is not subject to an adequacy determination by the European Commission, where the EU GDPR applies; (ii) transferring Personal Data from the United Kingdom to any other country that is not subject to adequacy regulations under Section 17A of the United Kingdom Data Protection Act 2018, where the UK GDPR applies; and (iii) transferring Personal Data to a country outside of Switzerland that is not included on the list of adequate jurisdictions published by the Swiss Federal Data Protection and Information Commissioner, where the Swiss Federal Act on Data Protection of June 19, 1992 (Swiss DPA) applies.
(o) "Services" refers to the products and services that are ordered by the Controller through a link or via an Order pursuant to the Agreement and made available online by the Processor.
(p) "Sub-processor" refers to any third-party data processor engaged by the Processor. The Sub-processor receives Personal Data from the Processor for processing on behalf of the Controller and in accordance with the Controller's instructions (as communicated by the Processor) and the terms of its written subcontract.
(q) The terms "Commission," "Data Subject," "Member State," and "Supervisory Authority" have the same meaning as in the Applicable Data Protection Laws, and their related terms shall be interpreted accordingly.
PURPOSE
2.1 The Controller and Processor have entered into an Agreement wherein the Controller is granted the right to access and utilize the Services. The Processor will engage in the processing of Personal Data submitted to and stored within the Services by the Controller on behalf of the Controller.
2.2 The Parties are entering into this Data Processing Agreement (DPA) to ensure that the Processor's processing of Controller Data within the Services, on behalf of the Controller, complies with the relevant Data Protection Laws and their requirements regarding the collection, use, and retention of Personal Data of Data Subjects.
3. AUTHORITY
3.1 Roles of the Parties
(a) If the GDPR or UK Data Protection Laws apply to the Controller Data, the Parties acknowledge that the Customer is the Controller and Jasper is the Processor acting on behalf of the Customer. When the Customer acts as a Processor of Controller Data, Beebzi becomes a sub-processor of the Customer.
(b) For the purposes of California Privacy Law, Beebzi will act as a Service Provider while fulfilling its obligations under the Agreement. Beebzi will only use Controller Data to provide the Services under the Agreement and will not collect, retain, use, sell, disclose, or process any Controller Data for any other purpose, except as permitted. However, Processor acknowledges that it has the right to process Personal Data for its legitimate business purposes, such as billing, account management, technical support, product development, sales, and marketing. Beebzi understands the restrictions outlined in this Section 3.1(b) and certifies its understanding of its obligations under the California Privacy Law, committing to comply with them.
3.2 Controller's Instructions. The Customer represents and warrants that it has complied and will continue to comply with all applicable laws, including Data Protection Laws, in regards to its processing of Controller Data and any instructions issued to the Processor. The Customer is responsible for providing all necessary notices, obtaining consents and rights, and ensuring compliance with Data Protection Laws for the Processor to process Controller Data as described in the Agreement. The Customer is solely responsible for the accuracy, quality, and legality of the Controller Data and the means by which it was acquired. The Customer acknowledges that its use of the Services will not violate the rights of any Data Subject who has opted-out from sales or other disclosures of Personal Data, as applicable under the California Privacy Law.
3.3 Purpose Limitation. The Processor shall process Controller Data only in accordance with the Customer's documented lawful instructions as stated in this DPA, for Permitted Purposes, as required by applicable law, or as agreed upon in writing. The Parties agree that the Agreement and this DPA provide the complete and final instructions to the Processor regarding the processing of Controller Data. Any processing outside the scope of these instructions will require prior written agreement between the Parties.
3.4 Data Subject and Regulator Requests. The Customer is responsible for communicating and leading efforts to comply with all requests made by Data Subjects under the Data Protection Laws, as well as any communications from Regulators related to the Controller Data.
OBLIGATIONS OF BEEBZI
4.1 Confidentiality. Beebzi will limit access to the Controller Data to its personnel who require access to fulfill Beebzi's obligations under the Agreement. Beebzi will take reasonable steps to ensure the reliability of any personnel involved in processing the Controller Data.
4.2 Disclosure to Third Parties. Beebzi will not disclose Controller Data to third parties unless permitted by this DPA or the Agreement. If a competent governmental authority requests or requires the disclosure of Controller Data, Beebzi will provide Customer with sufficient prior written notice, to the extent legally possible and feasible, to allow Customer the opportunity to oppose such disclosure.
4.3 Retention. Beebzi will retain Controller Data only for as long as Customer deems it necessary for the Permitted Purpose, or as required by Applicable Data Protection Law. Upon termination of this DPA or at Customer's written request, Beebzi will either destroy or return the Controller Data to Customer, unless legal obligations require the storage of the Controller Data.
4.4 Data Subject and Regulator Requests. Beebzi will promptly notify Controller in writing of any complaints, questions, or requests received from Data Subjects or Regulators regarding the Controller Data, to the extent legally permissible. Taking into account the nature of the processing, Beebzi will provide Controller with reasonable assistance in handling a Data Subject's request, to the extent reasonably possible. If Controller does not have the ability to correct, block, or delete Controller Data, Beebzi will comply with any commercially reasonable request by Controller to facilitate such actions, to the extent legally permitted.
4.5 Data Protection Impact Assessment. Upon Customer's request, Beebzi will provide reasonable assistance to Customer, as required by Applicable Data Protection Law, to carry out a data protection impact assessment related to Customer's use of the Services. This assistance will be provided to the extent Customer does not have access to the relevant information and the information is available to Beebzi.
4.6 Security. Beebzi will implement and maintain appropriate technical, physical, and administrative measures to protect Controller Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access (a "Data Security Breach"). These measures will consider the state of the art, implementation costs, the nature, scope, context, and purposes of processing, as well as the risk to the rights and freedoms of individuals. The level of security will be appropriate to the risks associated with the processing and the nature of the Controller Data to be protected.
(a) Customer acknowledges that the security measures are subject to technological progress and development, and Beebzi may update or modify the security measures as long as they do not degrade the overall security of the Services. It is Customer's responsibility to review the information provided by Beebzi regarding data security and independently determine if the Services meet Controller's requirements and legal obligations under Applicable Data Protection Law.
(b) Notwithstanding the above, Customer agrees that, except as provided in this DPA, Customer is responsible for securely using the Services. This includes securing account authentication credentials, protecting the security of Controller Data during transit to and from the Services, and taking appropriate steps to securely encrypt or backup any Controller Data uploaded to the Services.
Data Breach
5.1 In the event of a data breach, Processor will promptly notify Customer of the breach within seventy-two (72) hours after confirming the breach's impact on Controller Data. Processor will also investigate the breach, provide Customer with information about it, and take reasonable steps to mitigate the effects and minimize any damage. It is important to note that Processor's obligation to report or respond to a data breach does not imply any fault or liability on the part of Processor.
5.2 Processor will assist Customer in fulfilling its obligations to notify Data Subjects and relevant authorities regarding a data breach. However, both parties will still comply with their obligations under the Applicable Data Protection Laws. The Parties will cooperate in good faith to develop the content of any related public statements.
5.3 The obligations stated in this section do not apply to data breaches caused by Customer.
Audits
6.1 Customer has the right to audit Processor's compliance with this DPA once per year, unless requested by a Supervisory Authority. An independent third party ("Auditor"), agreed upon by both parties, will conduct the audit. Before conducting an on-site audit, Customer must submit a detailed proposed audit plan to Processor at least 30 business days in advance. The plan should include the scope, duration, and date of the audit, as well as the proposed Auditor. Processor will review the plan, address any concerns or questions, and work with Customer to finalize the audit plan. The Parties will agree on reasonable conditions for the audit, including time, duration, place, manner, and a reimbursement rate for Processor's audit expenses. The results of the audit and all reviewed information will be considered confidential and subject to the Confidentiality provisions in the Agreement. The Auditor may only disclose specific violations of the DPA and the basis for such findings to the Customer, without disclosing any reviewed records or information.
Use of Sub-processors
7.1 Customer acknowledges and agrees that Processor may appoint Sub-processors to assist in providing the Service and processing Controller Data. These Sub-processors must agree to act only on Processor's instructions and protect the Controller Data to the same standard as required in this DPA.
7.2 The names of all Sub-processors used as of the Effective Date are listed in Schedule 3.
7.3 Processor will provide Customer with a 10-day notice of a new sub-processor. Customer has the right to object to the appointment or replacement of a sub-processor within 10 days after receiving the notice. The objection must be in writing and based on reasonable grounds relating to data protection. Customer's objection should include specific reasons and proposed options to mitigate any alleged risks. In such cases, the Parties will discuss alternative solutions in good faith. If a resolution cannot be reached within 60 days from the date of Customer's objection, Customer may discontinue the use of the affected Services by providing written notice to Processor. If no objection is raised, the new Sub-processor may be commissioned to process Controller Data.
7.4 Processor will be liable for the acts and omissions of its Sub-processors to the same extent as if the services were performed directly by Processor under the terms of this DPA, unless otherwise stated in the Agreement.
INTERNATIONAL PROVISIONS
8.1 Jurisdiction Specific Terms: If Processor processes Controller Data from jurisdictions listed in Schedule 4, which are protected by Applicable Data Protection Law, the terms specified in Schedule 5 will apply in addition to the terms of this DPA.
8.2 Restricted Transfers: If Customer's use of the Services involves a Restricted Transfer of Controller Data, the terms set forth in Schedule 4 (Cross Border Transfer Mechanisms) will apply. In case of any conflict or inconsistency between this DPA and the terms in Schedule 4, the terms in Schedule 4 will prevail.
9. LIMITATION ON LIABILITY
9.1 Neither Party, nor their respective directors, officers, agents, or employees, will be liable to the other party for any claims or liability arising out of or based upon this DPA, whether in contract or in tort, exceeding the amount actually paid by the Customer to Processor in the twelve months preceding the first incident giving rise to the liability. This limitation applies regardless of the form in which any legal or equitable action may be brought.
9.2 Processor's and its Affiliates' total liability for all claims arising out of or related to the Agreement and each DPA, including claims from Customer and its Authorized Affiliates, shall apply collectively for all claims under both the Agreement and all DPAs established under this Agreement. This liability does not apply individually and separately to Customer or any Authorized Affiliate that is a contractual party to any such DPA.
10. MISCELLANEOUS
10.1 In case any provision of this DPA is prohibited or unenforceable in any jurisdiction, it will be ineffective only in that jurisdiction without invalidating the remaining provisions. The parties will make good faith efforts to agree upon a valid and enforceable provision that is a reasonable substitute and will incorporate such substitute provision into this DPA.
10.2 This DPA will be governed by and construed in accordance with the governing law and jurisdiction provisions in the Agreement, unless otherwise required by Applicable Data Protection Law.
10.3 Customer enters into this DPA on behalf of itself and, if required under applicable Data Protection Law, in the name and on behalf of its Authorized Affiliates, to the extent that Beebzi processes Personal Data for which such Authorized Affiliates qualify as the Controller.
10.4 This DPA may not be amended or modified except by mutual agreement of the Parties. However, Customer will be notified thirty (30) days in advance of any amendments or modifications to this DPA, which will take effect in the next billing cycle. Customer's continued use of the Services will constitute acceptance of such amendments and/or modifications. This DPA may be executed in counterparts. The terms and conditions of this DPA are confidential, and each Party agrees not to disclose such information to any third party, except to its officers, directors, employees, auditors, attorneys, and third-party contractors who are obligated to maintain confidentiality. Each Party may disclose such information as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction or as reasonably necessary to comply with any applicable law or regulation. Controller may not assign all or any part of its rights under this DPA or delegate its duties under this DPA without Processor's prior consent. Processor may assign this DPA to any affiliate or in connection with any merger or change of control of Processor or the sale of all or substantially all of its assets, provided that any such successor agrees to fulfill its obligations under this DPA. Subject to the aforementioned restrictions, this DPA will be fully binding upon, and enforceable by, the Parties and their respective successors and assigns.
Unless otherwise incorporated by reference in an Agreement, the Parties' authorized signatories have duly executed this DPA as of the Effective Date:
Beebzi AI, Ltd.
Signature: ______________________________
Print Name: ______________________________
Title: _____________________________
Customer
Signature: ______________________________
Title: ___________________________________
Print Name: _____________________________
Title: ___________________________________
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